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Legal Center Landing Page
Camunda Starter Terms
Effective August 23rd 2024
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Alpha Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada and Singapore) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- Make available new Versions of the Software as outlined below; and
- Respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Alpha Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective January 29th 2024 to August 23rd 2024
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- Make available new Versions of the Software as outlined below; and
- Respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective October 31st 2023 to January 29th 2024
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- Make available new Versions of the Software as outlined below; and
- Respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective September 29th 2023 to October 31st 2023
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- Make available new Versions of the Software as outlined below; and
- Respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective September 13th 2023 to September 29th 2023
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- Make available new Versions of the Software as outlined below; and
- Respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective July 18th 2023 to September 13th 2023
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- Make available new Versions of the Software as outlined below; and
- Respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective June 13th 2023 to July 18th 2023
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective May 16th 2023 to June 13th 2023
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective March 29th 2023 to May 16th 2023
DownloadTable of Contents
1. Definitions
- Suspension of Customer’s use of the Software in accordance with this Agreement;
- Customer’s use of the Software outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
2. Subject Matter
3. Subscription
4. Registration, right to use the Software and Beta Offerings
5. Restrictions
6. Services
7. Availability and Maintenance Work
8. Technical Requirements
9. Intellectual Property Rights
10. Term and Termination
- Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
- all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
- any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
11. Fees and payment
12. Data Protection and Telemetry Data
13. Confidentiality
14. Representations and Warranties
15. Intellectual Property Rights
16. LIMITATION OF LIABILITY
17. General Provisions
18. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
19. Regional Terms
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
- The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
- The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
- Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
- The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
- Section 13.4 is deleted.
- Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
- Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
- Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
- The last sentence of Section 17.2 of this Agreement is deleted.
- Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
- the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
1. Scope
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- respond to Support Requests within the time periods set out for the SLA.
- New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts. - Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:- If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
- If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
- Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
- Excluded services
Support and Maintenance Services under this Agreement do not include any of the following: - support and maintenance services on Customer’s premises;
- support and maintenance services for any Version of the Software modified by Customer;
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
- development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
- programming services to integrate the Software with products of Customer or Third Parties;
- support of adaptations and extensions of the Software programmed by Customer;
- support and maintenance services for the integration of the Software into the data processing environment of Customer;
- introduction and training of Customer’s employees in the use of the Software;
- recommendation of action for the optimal use of the Software;
- Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
- support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
- SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level | Service Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
2 (Major Error) | 8×5 | 8 Business Hours | Primary: ticketing system Secondary: normal hotline |
3 (Support Requests) | 8×5 | 16 Business Hours | Ticketing system |
Exhibit B “Availability Targets and Availability Service Credits”
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
- Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Camunda Self-Managed Non-Production Terms
Effective May 1st 2024
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to the User a royalty-free, non-exclusive, non-transferable, non-sublicensable, and revocable right to access, use, deploy, or install the Software in object code form solely in non-production environments or for testing and evaluation purposes "Non-production environment" refers to a setting in which the Software is used for development, testing, quality assurance, demonstration, or evaluation purposes, and not for any business, commercial, operational, or production purposes, or in any live or production systems. "Testing and Evaluation Purposes" refers to the non-commercial use of the Software within a controlled environment to assess its functionality, performance, and compatibility with the Licensee's systems, specifically for determining the Software's suitability for the Licensee’s potential future commercial use. This includes functional and performance assessments, user experience evaluations, and interoperability testing to identify any defects or integration issues while expressly excluding any production use, processing of live data, or any activity intended to generate revenue directly. Licensee's use of the Software for these purposes shall not imply any rights to modify, distribute, or use the Software beyond the scope of this Agreement without entering into a separate commercial licensing agreement.For the avoidance of doubt, the licence grant in this Agreement shall in no event exceed the licence grant that Camunda may grant to the User for the source code under the Camuda Licence.
- Restrictions. The User is granted access to the Software solely for internal, non-commercial purposes, limited to non-production environments or internal testing and evaluation purposes. The User shall not (i) use the Software for any production purposes, real-time data processing, or in environments that provide services to end-users or generate revenue; (ii) use the Software in any manner that could be deemed commercial under the Trial License Grant or in any live or production systems under the Developer License Grant; (iii) modify, adapt, or create derivative works from the Software (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, except as permitted by law where such restriction is expressly prohibited; (v) transfer, lease, sublicense, distribute, or otherwise make the Software available to any third party, including within the User's own organization, without Camunda's express written consent; or (vi) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, license keys or labels in the Software or the Documentation.
- Documentation. The Documentation, training materials, or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/. Camunda copyrights all of the Documentation provided to the User pursuant to this Agreement, and Camunda retains all rights in the Documentation not expressly granted to the User.
- Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agree that for those Beta Offerings the following terms apply accordingly.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code that is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all rights, titles and interests, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by the User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
- This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination of this Agreement, all licenses and rights granted hereunder shall cease, and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded by Camunda at any time.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://legal.camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada and Singapore) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore, 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective January 29th 2024 to May 1st 2024
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
- Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
- Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
- This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded by Camunda at any time.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore, 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
14. Rights of Third Parties
Effective October 31st 2023 to January 29th 2024
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
- Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
- Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
- This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded by Camunda at any time.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore, 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
14. Rights of Third Parties
Effective September 13th 2023 to October 31st 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
- Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
- Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
- This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded by Camunda at any time.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
14. Rights of Third Parties
Effective July 18th 2023 to September 13th 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
- Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
- Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
- This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded by Camunda at any time.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
14. Rights of Third Parties
Effective June 13th 2023 to July 18th 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
- Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
- Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
- This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded by Camunda at any time.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
14. Rights of Third Parties
Effective February 24th 2023 to June 13th 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
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- Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/. 	
- Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User. 	
- Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly. 	
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms. 	
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
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- Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). 	
- Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
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- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”). 	
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement. 	
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section. 	
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. 	
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
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- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. 	
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
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- This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises. 	
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination. 	
- Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises. 	
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
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- This Agreement is not assignable or transferable by the User without Camunda’s prior written consent. 	
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. 	
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. 	
- This Agreement may be modified, replaced or rescinded by Camunda at any time. 	
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
				 User domicile 			 | 							 Camunda entity entering into this Agreement 			 | 							 Governing law 			 | 							 Venue 			 | 		
				 The United States of America, Canada and Mexico 			 | 							 Camunda, Inc.					 			475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | 							 Laws of the State of Delaware and controlling United States federal law 			 | 							 Delaware, USA 			 | 		
				 Germany, Austria, Switzerland 			 | 							 Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany 			 | 							 German law, excluding both CISG and conflict of laws provisions 			 | 							 Berlin, Germany 			 | 		
				 United Kingdom and Commonwealth (excluding Canada) 			 | 							 Camunda Ltd					 			Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | 							 England and Wales, excluding both CISG and conflict of laws provisions 			 | 							 London, England 			 | 		
				 Any other country 			 | 							 Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany 			 | 							 England and Wales, excluding both CISG and conflict of laws provisions 			 | 							 London, England 			 | 		
12. Regional Terms
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- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:		
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. 	 - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:		
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. 	 - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:		
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. 	 - Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:		
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software. 	 - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:		
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. 	 - Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
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- If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:		
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.		
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. 	 - The following paragraph is added at the end of Section 5 (Limitation of Liability):		
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. 	 - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
14. Rights of Third Parties
Camunda Trial and Free Terms
Effective August 23rd 2024
DownloadTable of Contents
1. Camunda Trial. Trial Evaluation Period.
- Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
- Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
- In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Alpha Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Alpha Offerings. From time to time, Camunda may invite User to try Alpha Offerings at no additional charge. For the purpose of this Agreement, “Alpha Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada and Singapore) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective December 18th 2023 to August 23rd 2024
DownloadTable of Contents
1. Camunda Trial. Trial Evaluation Period.
- Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
- Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
- In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective October 31st 2023 to December 18th 2023
DownloadTable of Contents
1. Camunda Trial. Trial Evaluation Period.
- Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
- Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
- In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective September 29th 2023 to October 31st 2023
DownloadTable of Contents
1. Camunda Trial. Trial Evaluation Period.
- Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
- Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
- In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective September 13th 2023 to September 29th 2023
DownloadTable of Contents
1. Camunda Trial. Trial Evaluation Period.
- Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
- Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
- In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective July 19th 2023 to September 13th 2023
DownloadTable of Contents
1. Camunda SaaS Trial Edition. Trial Evaluation Period.
- Access to Camunda SaaS Trial Edition. In order to access and use the Camunda 8 SaaS Trial edition, User must register for a Camunda 8 Platform SaaS Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda 8 SaaS Trial edition shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda SaaS Free Tier Edition
- Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Account and have used the Camunda 8 SaaS Trial edition during the Trial Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional edition or the Camunda Platform SaaS Enterprise edition will be automatically granted access to the Camunda SaaS Free Tier upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
- In order to access and use the Camunda Platform 8 SaaS Free Tier edition, the User shall use the Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda 8 SaaS Free Tier edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda 8 SaaS Free Tier edition upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective June 13th 2023 to July 19th 2023
DownloadTable of Contents
Camunda Platform SaaS Trial and Free Tier Edition Terms
1. Camunda SaaS Trial Edition. Trial Edition Evaluation Period.
- Access to Camunda SaaS Trial Edition. In order to access and use the Camunda SaaS Trial Edition, User must register for a Camunda Platform SaaS Trial Edition Account (the “Trial Edition Account”). By creating the Trial Edition Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Edition Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Edition Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Edition Evaluation Period. The evaluation period during which the User may access and use the Camunda SaaS Trial Edition shall be thirty (30) days from and including the date on which User registers for the Trial Edition Account, unless otherwise agreed between the Parties (the “Trial Edition Evaluation Period”).
2. Camunda SaaS Free Tier Edition.
- Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Edition Account and have used the Camunda SaaS Trial Edition during the Trial Edition Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional Edition or the Camunda Platform SaaS Enterprise Edition will be automatically granted access to the Camunda SaaS Free Tier Edition upon the expiry date of the Trial Edition Evaluation Period (“Trial Edition Expiry Date”).
- In order to access and use the Camunda SaaS Free Tier Edition, the User shall use the Trial Edition Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda SaaS Free Tier Edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Edition Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Edition Evaluation Period, unless User is granted automatic access to Camunda SaaS Free Tier Edition upon the Trial Edition Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Edition Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective May 9th 2023 to June 13th 2023
DownloadTable of Contents
Camunda Platform SaaS Trial and Free Tier Edition Terms
1. Camunda SaaS Trial Edition. Trial Edition Evaluation Period.
- Access to Camunda SaaS Trial Edition. In order to access and use the Camunda SaaS Trial Edition, User must register for a Camunda Platform SaaS Trial Edition Account (the “Trial Edition Account”). By creating the Trial Edition Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Edition Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Edition Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Edition Evaluation Period. The evaluation period during which the User may access and use the Camunda SaaS Trial Edition shall be thirty (30) days from and including the date on which User registers for the Trial Edition Account, unless otherwise agreed between the Parties (the “Trial Edition Evaluation Period”).
2. Camunda SaaS Free Tier Edition.
- Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Edition Account and have used the Camunda SaaS Trial Edition during the Trial Edition Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional Edition or the Camunda Platform SaaS Enterprise Edition will be automatically granted access to the Camunda SaaS Free Tier Edition upon the expiry date of the Trial Edition Evaluation Period (“Trial Edition Expiry Date”).
- In order to access and use the Camunda SaaS Free Tier Edition, the User shall use the Trial Edition Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda SaaS Free Tier Edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Edition Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Edition Evaluation Period, unless User is granted automatic access to Camunda SaaS Free Tier Edition upon the Trial Edition Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Edition Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Effective February 24th 2023 to May 9th 2023
DownloadTable of Contents
Camunda Platform SaaS Trial and Free Tier Edition Terms
1. Camunda SaaS Trial Edition. Trial Edition Evaluation Period.
- Access to Camunda SaaS Trial Edition. In order to access and use the Camunda SaaS Trial Edition, User must register for a Camunda Platform SaaS Trial Edition Account (the “Trial Edition Account”). By creating the Trial Edition Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Edition Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Edition Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
- Trial Edition Evaluation Period. The evaluation period during which the User may access and use the Camunda SaaS Trial Edition shall be thirty (30) days from and including the date on which User registers for the Trial Edition Account, unless otherwise agreed between the Parties (the “Trial Edition Evaluation Period”).
2. Camunda SaaS Free Tier Edition.
- Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Edition Account and have used the Camunda SaaS Trial Edition during the Trial Edition Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional Edition or the Camunda Platform SaaS Enterprise Edition will be automatically granted access to the Camunda SaaS Free Tier Edition upon the expiry date of the Trial Edition Evaluation Period (“Trial Edition Expiry Date”).
- In order to access and use the Camunda SaaS Free Tier Edition, the User shall use the Trial Edition Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
- Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda SaaS Free Tier Edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
- Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Edition Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
- Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
- Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
- Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
7. Limitation of Liability.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT NOT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
- This Agreement will terminate automatically at the end of the Trial Edition Evaluation Period, unless User is granted automatic access to Camunda SaaS Free Tier Edition upon the Trial Edition Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
- Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Edition Account upon termination or expiration of this Agreement.
- Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
10. Export Regulations.
11. Data Privacy and Security.
12. Miscellaneous.
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
User domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
14. Regional Terms.
- The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software. - Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions. - Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
- If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. - The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
Camunda Enterprise General Terms
Effective November 4th 2024
DownloadTable of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity..Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription
after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
- Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
- Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
- Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
- Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
- Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
- Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile | Camunda entity entering into this Agreement | Governing Law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Support Hours | Response Times | Reporting Method |
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Support Hours | Response Times | Reporting Method |
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
- Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
3. Restrictions
4. Availability and Maintenance Work
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Basic Hosting Package:
Availability Target 99% | Availability Service Credit |
Less than 99% but equal to or greater than 98.5% | 1.5% |
Less than 98.5% but equal to or greater than 98.0% | 3% |
Less than 98.0% | 4.5% |
Standard Hosting Package:
Availability Target 99.5% | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.25% | 3% |
Less than 99.25% but equal to or greater than 99.0% | 4.5% |
Less than 99.0% | 6% |
Advanced Hosting Package:
Availability Target 99.9% | Availability Service Credit |
Less than 99.9% but equal to or greater than 99.8% | 4.5% |
Less than 99.8% but equal to or greater than 99.7% | 6% |
Less than 99.7% | 7.5% |
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective November 4th 2024 to November 4th 2024
DownloadTable of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity..Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription
after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/privacy-and-data-protection#data- processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
- Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
- Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
- Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
- Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
- Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
- Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile | Camunda entity entering into this Agreement | Governing Law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Support Hours | Response Times | Reporting Method |
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Support Hours | Response Times | Reporting Method |
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
- Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
3. Restrictions
4. Availability and Maintenance Work
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Basic Hosting Package:
Availability Target 99% | Availability Service Credit |
Less than 99% but equal to or greater than 98.5% | 1.5% |
Less than 98.5% but equal to or greater than 98.0% | 3% |
Less than 98.0% | 4.5% |
Standard Hosting Package:
Availability Target 99.5% | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.25% | 3% |
Less than 99.25% but equal to or greater than 99.0% | 4.5% |
Less than 99.0% | 6% |
Advanced Hosting Package:
Availability Target 99.9% | Availability Service Credit |
Less than 99.9% but equal to or greater than 99.8% | 4.5% |
Less than 99.8% but equal to or greater than 99.7% | 6% |
Less than 99.7% | 7.5% |
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective October 28th 2024 to November 4th 2024
DownloadTable of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity..Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription
after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/privacy-and-data-protection#data- processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
- Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
- Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
- Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
- Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
- Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
- Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile | Camunda entity entering into this Agreement | Governing Law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Support Hours | Response Times | Reporting Method |
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Support Hours | Response Times | Reporting Method |
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
- Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
i. Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
3. Restrictions
4. Availability and Maintenance Work
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Basic Hosting Package:
Availability Target 99% | Availability Service Credit |
Less than 99% but equal to or greater than 98.5% | 1.5% |
Less than 98.5% but equal to or greater than 98.0% | 3% |
Less than 98.0% | 4.5% |
Standard Hosting Package:
Availability Target 99.5% | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.25% | 3% |
Less than 99.25% but equal to or greater than 99.0% | 4.5% |
Less than 99.0% | 6% |
Advanced Hosting Package:
Availability Target 99.9% | Availability Service Credit |
Less than 99.9% but equal to or greater than 99.8% | 4.5% |
Less than 99.8% but equal to or greater than 99.7% | 6% |
Less than 99.7% | 7.5% |
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective May 2nd 2024 to October 28th 2024
DownloadTable of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means, collectively, Recurring Consulting Services and Non-Recurring Consulting Services, as defined and described in Exhibit B hereto.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Version of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Expert on Demand or EOD has the meaning given to it under Subsection 2.1 of Exhibit B hereto.
Fees means, collectively, the recurring annual Fee that Customer owes to Camunda for the purchase of a Subscription (including recurring fees for Recurring Consulting Services or Subscription Upgrades), as well as one-time fees for any Non-Recurring Consulting Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda SaaS Enterprise Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Migration Acceleration or MA has the meaning given to it under Subsection 2.3 of Exhibit B hereto.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Non-Recurring Consulting Services means, collectively, Expert on Demand, Project Success Acceleration and Migration Acceleration.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Project Success Acceleration or PSA has the meaning given to it under Subsection 2.2 of Exhibit B hereto.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community License (<https://github.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt>), or the bmpn.io license (<https://bpmn.io/license/>). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Recurring Consulting Services means, collectively, Remote Consulting Services and Technical Account Management.
Remote Consulting Services has the meaning given to it under Subsection 1.1 of Exhibit B hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the Components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Technical Account Management or TAM has the meaning given to it under Subsection 1.2 of Exhibit B hereto.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means, collectively, the On-Demand Trainings and Instructor-Led Trainings (as defined in Exhibit C hereto) provided by Camunda via Camunda Academy.
Usage Metric means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metric is organized in tiers and covers Process Instances, Decision Instances and Task Users. The Usage Metric is part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms or, if applicable, for the purchase of Trainings and Non-Recurring Consulting Services.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3.Subscription
The Order Form sets forth (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, and, if applicable, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA), (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription, (xii) Technical Account Management, (xiii) any Trainings purchased by the Customer, and (xiv) any Non-Recurring Consulting Services purchased by the Customer.
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, any additional Recurring Consulting Services, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription. For the purpose of this Agreement, a “Dual Use Subscription” is a Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. If, in the case of a Dual-Use Subscription, the Customer exceeds the combined number of DI, PI, or TU for which the Customer has purchased such Subscription ("Excess Instances or Users"), the Customer needs to request a Subscription Upgrade that covers the Excess Instances or Users.
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda provides certain Consulting Services to Customer. These include Recurring Consulting Services and Non-Recurring Consulting Services. These Consulting Services are subject to the terms and conditions set forth in Exhibit B hereto.
During a Subscription Term, the Customer may book and have access to Trainings via Camunda Academy as described in Exhibit C. Trainings are not renewing together with the Subscription.
Support and Maintenance Services and Recurring Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
Customer will pay all Fees annually in advance or as set forth in the Order Form. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
“Confidential Information” means any information materials owned or possessed by the disclosing Party or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Receiving Party about Receiving Party’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this indemnification section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and now unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then-current Minimum Term or Renewal Term.
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
Except as provided for in this section, Camunda shall not subcontract all or part of its obligations under this Agreement or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of this Agreement to the contrary, Customer agrees that Services under this Agreement may be provided in whole or in part the signing Camunda entity, its Affiliate and their Representatives without the requirement of prior approval by Customer. In all cases Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of this Agreement and (if applicable) the Order Form, by any such Camunda Affiliate and its Representatives.
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) when emailed or personally delivered, the day of delivery if delivered, before 5:00 p.m. in the jurisdiction of the recipient’s registered address, on a business day, otherwise on the next following business day, and (ii) when sent by prepaid certified or registered mail, on the third business day following postage. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
- Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
- Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
- Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
- Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
- Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
- Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
This Agreement, together with any Order Forms executed by the Parties, each may be amended in accordance with the amendments section herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile | Camunda entity entering into this Agreement | Governing Law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Ltd Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.3 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 5.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
The following sentence is added to Section 6.1 of this Agreement: The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.
The last sentence of Section 6.2 will be replaced with the following: Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
Section 10.1 - 10.3 of this Agreement will be replaced with the following: Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
Sections 13.11 and 13.12 are deleted.
Sections 13.11 and 13.12 are are replaced with : 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
Support and Maintenance Services are part of, and renewing together with, a Subscription.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.
- Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services or Expert on Demand in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Support Hours | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Support Hours | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Exhibit B “Consulting Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Consulting Services hereunder.
Consulting Services provided by Camunda to the Customer consist of Recurring Consulting Services and Non-Recurring Consulting Services. Subject to Customer's compliance with the terms of this Agreement (and, in particular, the timely payment of all applicable Fees), Customer shall receive Consulting Services provided by Camunda in accordance with the terms set forth in this Exhibit.
Recurring Consulting Services
Recurring Consulting Services are Consulting Services provided by Camunda to the Customer on an ongoing basis over the Subscription Term and are, therefore, renewing together with a Subscription during any Renewal Term. Recurring Consulting Services include the following subcategories of Services: (i) Remote Consulting Services and (ii) Technical Account Management.
Remote Consulting Services
Remote Consulting Services are Consulting Services provided to Customer hereunder which do not fall within the scope of Support and Maintenance Services. In particular, these include ongoing assistance to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
The Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Any additional hours of Remote Consulting Services that the Customer may want to purchase on top of the annual quota of Remote Consulting Services included in a Subscription will be deemed a non-recurring service offering provided by Camunda as Expert on Demand in accordance with Section 2.1 below.
Technical Account Management (TAM)
Technical Account Management (TAM) is a Consulting Service the purpose of which is to pro-actively plan and enable or, as applicable, maximize the technical success of the Customer.
Camunda shall make available to the Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
- technical kick-off session;
- technical enablement planning;
- quarterly or on-demand technical check-in calls;
- yearly or on-demand health check workshops;
- constant availability of TAM for technical advice, guidance and recommendations;
- planning / scoping of technical expert knowledge sessions with Camunda consultants;
- active tracking of support requests.
The Customer may order TAM with the same Order Form as the Subscription or via a Subscription Upgrade.
In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs and current Subscription(s).
Non-Recurring Consulting Services
Non-Recurring Consulting Services are Consulting Services that may be purchased by the Customer on a one-off basis. These Services are not renewing together with a Subscription during any Renewal Term. Notwithstanding such fact, the Customer may order Non-Recurring Consulting Services with the same Order Form as a Subscription, via a Subscription Upgrade or via a separate quote.
Camunda currently offers the following Services as Non-Recurring Consulting Services:
Expert on Demand (EOD)
If the Customer, depending on their specific needs, is interested in purchasing additional hours of Remote Consulting Services on top of the annual quota of Remote Consulting Services included in a Subscription, they may do so via Expert on Demand (EOD). The Fees for the additional hours of Remote Consulting Services purchased by the Customer through EOD will be invoiced by Camunda on an hourly-rate basis.
Project Success Acceleration (PSA)
Project Success Acceleration (PSA) is a Non-Recurring Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs and current Subscription(s).
Migration Acceleration (MA)
Migration Acceleration (MA) is a set of Consulting Services designed to speed up the transition of Camunda customers from older Major Releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored support to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
Exhibit C“Trainings”
1. Definitions
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen their knowledge of the topics addressed by such Trainings.
Trainings means On-Demand Trainings and Instructor Led-Trainings (as defined below) provided by Camunda via Camunda Academy.
2. Provision of Trainings
3. Types of Trainings provided by Camunda. Delivery and Performance of Trainings.
4. Fee
Customer will pay the Fees for the paid Trainings in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Trainings arises after receipt of an invoice, even if the date of invoicing is prior to the date when the Trainings will be provided.
Exhibit D “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 9 (Availability Targets and Availability Service Credits) of this Exhibit.
Cluster means a deployment of Automation Components for Camunda SaaS Enterprise.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
- Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
- Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
- updates to Clusters initiated by Customer; or
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
3. Restrictions
4. Availability and Maintenance Work
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (New Versions) of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
Monthly Uptime Percentage | Availability Service Credit |
---|---|
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Exhibit E “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU than the number of DI, PI or TU for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users. At the end of each Subscription year, Customer will count the number of DI, PI or TU and report the number within twenty-one (21) days to Camunda via email. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Agreement and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions and payment terms of this Agreement. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
For the purpose of this section Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Camunda Consulting Services Terms
Effective June 25th 2024
DownloadTable of Contents
1. Definitions
2. Types of Consulting Services
- Technical Account Management (TAM);
- Project Success Acceleration (PSA);
- Migration Acceleration (MA); and
- Expert on Demand (EOD);
- technical kick-off session;
- technical enablement planning;
- quarterly or on-demand technical check-in calls;
- yearly or on-demand health check workshops;
- constant availability of TAM for technical advice, guidance and recommendations;
- planning / scoping of technical expert knowledge sessions with Camunda consultants;
- active tracking of support requests.
3. Provision of Consulting Services
4. Delivery and Performance of the Consulting Services
- consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
- accessing the Customer’s employee´s computer via a screen sharing session; or
- accessing the network systems of the Customer via an assigned internet account.
5. Warranties
6. Fee
7. Intellectual Property Ownership of Materials
8. Event cancellation or change by the Customer
- Cancellation: 80% of the agreed rate;
- Postponement: 30% of the agreed rate.
9. Liability
10. Confidentiality
11. Term and Termination
12. Export Regulations
13. Miscellaneous
14. Contracting Party, Governing Law, and Venue
Customer Location | The Camunda entity entering into these Terms | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | London, England |
The United Kingdom and Commonwealth (excluding Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | Laws of England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
15. Regional Terms
16. Survival
Effective April 3rd 2024 to June 25th 2024
DownloadTable of Contents
1. Definitions
2. Types of Consulting Services
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
- technical kick-off session;
- technical enablement planning;
- quarterly or on-demand technical check-in calls;
- yearly or on-demand health check workshops;
- constant availability of TAM for technical advice, guidance and recommendations;
- planning / scoping of technical expert knowledge sessions with Camunda consultants;
- active tracking of support requests.
3. Provision of Consulting Services
4. Delivery and Performance of the Consulting Services
- consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
- accessing the Customer’s employee´s computer via a screen sharing session; or
- accessing the network systems of the Customer via an assigned internet account.
5. Warranties
6. Fee
7. Intellectual Property Ownership of Materials
8. Event cancellation or change by the Customer
- Cancellation: 80% of the agreed rate;
- Postponement: 30% of the agreed rate.
9. Liability
10. Confidentiality
11. Term and Termination
12. Export Regulations
13. Miscellaneous
14. Contracting Party, Governing Law, and Venue
Customer Location | The Camunda entity entering into these Terms | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | London, England |
The United Kingdom and Commonwealth (excluding Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | Laws of England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
15. Regional Terms
16. Survival
Effective January 29th 2024 to April 3rd 2024
DownloadTable of Contents
1. Provision of Consulting Services
2. Delivery and Performance of the Services
- consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
- accessing the Customer’s employee´s computer via a screen sharing session, or
- accessing the network systems of the Customer via an assigned internet account.
3. Warranties
4. Fee
5. Intellectual Property Ownership of Materials
6. Event cancellation or change by the Customer
- Cancellation: 80% of the daily rate.
- Postponement: 30% of the daily rate.
7. Liability
8. Confidentiality
9. Term and Termination
10. Export Regulations
11. Miscellaneous
12. Contracting Party, Governing Law, and Venue
If Customer is domiciled in: | The Camunda entity entering into these Terms: | Governing law: | Exclusive jurisdiction: |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Germany, excluding both CISG and conflict of laws provisions | London, England |
The United Kingdom and Commonwealth (excluding Canada) | Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
- Section 7 (Liability) of these Terms is replaced in its entirety with the following Section:
- The following sentence is added at the end of Section 3 (Warranties) of these Terms:
Effective October 31st 2023 to January 29th 2024
DownloadTable of Contents
1. Provision of Consulting Services
2. Delivery and Performance of the Services
- consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
- accessing the Customer’s employee´s computer via a screen sharing session, or
- accessing the network systems of the Customer via an assigned internet account.
3. Warranties
4. Fee
5. Intellectual Property Ownership of Materials
6. Event cancellation or change by the Customer
- Cancellation: 80% of the daily rate.
- Postponement: 30% of the daily rate.
7. Liability
8. Confidentiality
9. Term and Termination
10. Export Regulations
11. Miscellaneous
12. Contracting Party, Governing Law, and Venue
If Customer is domiciled in: | The Camunda entity entering into these Terms: | Governing law: | Exclusive jurisdiction: |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Germany, excluding both CISG and conflict of laws provisions | London, England |
The United Kingdom and Commonwealth (excluding Canada) | Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
- Section 7 (Liability) of these Terms is replaced in its entirety with the following Section:
- The following sentence is added at the end of Section 3 (Warranties) of these Terms:
Effective July 18th 2023 to October 31st 2023
DownloadTable of Contents
1. Provision of Consulting Services
2. Delivery and Performance of the Services
- consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
- accessing the Customer’s employee´s computer via a screen sharing session, or
- accessing the network systems of the Customer via an assigned internet account.
3. Warranties
4. Fee
5. Intellectual Property Ownership of Materials
6. Event cancellation or change by the Customer
- Cancellation: 80% of the daily rate.
- Postponement: 30% of the daily rate.
7. Liability
8. Confidentiality
9. Term and Termination
10. Export Regulations
11. Miscellaneous
12. Contracting Party, Governing Law, and Venue
If Customer is domiciled in: | The Camunda entity entering into these Terms: | Governing law: | Exclusive jurisdiction: |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Germany, excluding both CISG and conflict of laws provisions | London, England |
The United Kingdom and Commonwealth (excluding Canada) | Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
- Section 7 (Liability) of these Terms is replaced in its entirety with the following Section:
- The following sentence is added at the end of Section 3 (Warranties) of these Terms:
Effective June 13th 2023 to July 18th 2023
DownloadTable of Contents
1. Provision of Consulting Services
2. Delivery and Performance of the Services
- consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
- accessing the Customer’s employee´s computer via a screen sharing session, or
- accessing the network systems of the Customer via an assigned internet account.
3. Warranties
4. Fee
5. Intellectual Property Ownership of Materials
6. Event cancellation or change by the Customer
- Cancellation: 80% of the daily rate.
- Postponement: 30% of the daily rate.
7. Liability
8. Confidentiality
9. Term and Termination
10. Export Regulations
11. Miscellaneous
12. Contracting Party, Governing Law, and Venue
If Customer is domiciled in: | The Camunda entity entering into these GTCs: | Governing law: | Exclusive jurisdiction: |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Germany, excluding both CISG and conflict of laws provisions | London, England |
The United Kingdom and Commonwealth (excluding Canada) | Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
- Section 7 (Liability) of these GTCS is replaced in its entirety with the following Section:
- The following sentence is added at the end of Section 3 (Warranties) of these GTCs:
Effective February 24th 2023 to June 13th 2023
DownloadTable of Contents
1. Provision of Consulting Services
2. Delivery and Performance of the Services
- 	
- consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer, 	
- accessing the Customer’s employee´s computer via a screen sharing session, or 	
- accessing the network systems of the Customer via an assigned internet account.
3. Warranties
4. Fee
5. Intellectual Property Ownership of Materials
6. Event cancellation or change by the Customer
- 	
- Cancellation: 80% of the daily rate. 	
- Postponement: 30% of the daily rate.
7. Liability
8. Confidentiality
9. Term and Termination
10. Export Regulations
11. Miscellaneous
12. Contracting Party, Governing Law, and Venue
				 If Customer is domiciled in: 			 | 							 The Camunda entity entering into these GTCs: 			 | 							 Governing law: 			 | 							 Exclusive jurisdiction: 			 | 		
				 The United States of America, Canada and Mexico 			 | 							 Camunda, Inc. 				475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA 			 | 							 Laws of the State of Delaware and controlling United States federal law 			 | 							 Delaware, USA 			 | 		
				 Germany, Austria, Switzerland 			 | 							 Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany 			 | 							 Germany, excluding both CISG and conflict of laws provisions 			 | 							 London, England 			 | 		
				 The United Kingdom and Commonwealth (excluding Canada) 			 | 							 Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB 			 | 							 England and Wales, excluding both CISG and conflict of laws provisions 			 | 							 London, England 			 | 		
				 Any other country 			 | 							 Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany 			 | 							 England and Wales, excluding both CISG and conflict of laws provisions 			 | 							 London, England 			 | 		
- 	
- Section 7 (Liability) of these GTCS is replaced in its entirety with the following Section:
- 	
- The following sentence is added at the end of Section 3 (Warranties) of these GTCs:
Camunda Academy Terms
Effective October 31st 2023
DownloadTable of Contents
1. Definitions
2. Interpretation
3. Types of Trainings provided via the Academy Platform
4. Registration to the Academy Platform
5. Registration for Trainings
6. Fees and Payment
- online payment, by using your credit or debit card; or
- bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
7. Attendance confirmation and certificates
8. Cancellation by Camunda
9. Cancellation by Student
10. Refunds
11. Your Obligations
- use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
- only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
- be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
- promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
- otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
- use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
- authorize, permit, or encourage any third-party to do any of the above;
- post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
- participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
13. Intellectual Property Rights
14. Access to the Academy Platform
15. License to use Feedback
16. No Warranties; Disclaimers
17. Limitation of Liability
18. Indemnification
19. Data Protection
- Student data: full name, job title, company name, email Address, telephone;
- Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
20. Export
21. Publicity
22. Term and Termination
23. Survival
24. Modification of Terms; Updates to Trainings
25. Governing Law and Venue
Student Location | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | Laws of England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
26. Regional Terms
United States of America, Canada and Mexico
Germany, Austria and Switzerland
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Effective August 10th 2023 to October 31st 2023
DownloadTable of Contents
1. Definitions
2. Interpretation
3. Types of Trainings provided via the Academy Platform
4. Registration to the Academy Platform
5. Registration for Trainings
6. Fees and Payment
- online payment, by using your credit or debit card; or
- bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
7. Attendance confirmation and certificates
8. Cancellation by Camunda
9. Cancellation by Student
10. Refunds
11. Your Obligations
- use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
- only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
- be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
- promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
- otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
- use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
- authorize, permit, or encourage any third-party to do any of the above;
- post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
- participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
13. Intellectual Property Rights
14. Access to the Academy Platform
15. License to use Feedback
16. No Warranties; Disclaimers
17. Limitation of Liability
18. Indemnification
19. Data Protection
- Student data: full name, job title, company name, email Address, telephone;
- Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
20. Export
21. Publicity
22. Term and Termination
23. Survival
24. Modification of Terms; Updates to Trainings
25. Governing Law and Venue
Student Location | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
26. Regional Terms
United States of America, Canada and Mexico
Germany, Austria and Switzerland
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Effective August 10th 2023 to August 10th 2023
DownloadTable of Contents
1. Definitions
2. Interpretation
3. Types of Trainings provided via the Academy Platform
4. Registration to the Academy Platform
5. Registration for Trainings
6. Fees and Payment
- online payment, by using your credit or debit card; or
- bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
7. Attendance confirmation and certificates
8. Cancellation by Camunda
9. Cancellation by Student
10. Refunds
11. Your Obligations
- use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
- only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
- be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
- promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
- otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
- use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
- authorize, permit, or encourage any third-party to do any of the above;
- post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
- participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
13. Intellectual Property Rights
14. Access to the Academy Platform
15. License to use Feedback
16. No Warranties; Disclaimers
17. Limitation of Liability
18. Indemnification
19. Data Protection
- Student data: full name, job title, company name, email Address, telephone;
- Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
20. Export
21. Publicity
22. Term and Termination
23. Survival
24. Modification of Terms; Updates to Trainings
25. Governing Law and Venue
Student Location | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
26. Regional Terms
United States of America, Canada and Mexico
Germany, Austria and Switzerland
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Effective June 13th 2023 to August 10th 2023
DownloadTable of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 24 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 25. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“CCPA” means the California Consumer Privacy Act of 2018.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings, (ii) Instructor-Led Trainings and (iii) Blended Trainings, and which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
There are three types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
On-demand trainings are free of charge.
Instructor-led trainings (“Instructor-Led Trainings”) are trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on site or remotely, through the Academy Platform, and which have either an open classroom format (which provides the ability for Students to enroll on an open schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
Blended trainings (“Blended Trainings”) are a combination of On-Demand Trainings and Instructor-Led Trainings where, following successful completion by the Students of an On-Demand Training, the respective Students have the option to register for and take part in an instructor-led session to deepen their knowledge acquired in the On-Demand Training (“Instructor Session”).
Instructor-Led Trainings and Instructor Sessions are paid Trainings. Notwithstanding this, Camunda reserves the right to provide certain Instructor-Led Trainings and/or Instructor Sessions for free, for specific Student categories.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings or Instructor Sessions that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training or Instructor Session for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
(a) online payment, by using your credit or debit card; or
(b) bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation of Instructor-Led Trainings and Instructor Sessions
In case of on-site training sessions, Camunda reserves the right to cancel Instructor-Led Trainings or Instructor Sessions with less than 4 participants or reschedule the dates of such trainings, if necessary, with at least 21 calendar days’ notice before the date of any such cancelled or rescheduled training. Should Camunda cancel an Instructor-Led Training or Instructor Session for such a reason, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of Instructor-Led Trainings or Instructor Sessions, for any reason, with at least 7 calendar days’ notice (in case of remote trainings) or with at least 21 calendar days’ notice (in case of on-site trainings) before the date of any such cancelled or rescheduled training. In case of cancellations, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
If an Instructor-Led Training or Instructor Session is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 9 (Refunds).
In case of a rescheduling of an Instructor-Led Training or an Instructor Session, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage of life, body and health.
9. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
10. Your Obligations
In accessing the Academy Platform, you shall:
- use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
- only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
- be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
- promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
- otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
- use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
- authorize, permit, or encourage any third-party to do any of the above;
- post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
- participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
11. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users , and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
12. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
13. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 11 (Confidentiality), 12 (Intellectual Property Rights) and 19 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
14. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
15. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
16. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
17. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
18. Data Protection
You are responsible for complying with all applicable privacy or data protection laws and regulations, including, without limitation, the GDPR and the CCPA.
If you provide personal data to Camunda through the Academy Platform, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information (“Personal Data”), you grant Camunda the right and license to collect, host, store, process and otherwise use (as set forth in this Agreement) Personal Data for the purposes of operating and improving the Academy Platform. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform.
19. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
20. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwise use your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
21. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is deemed unlawful or infringes any third-party right.
22. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
23. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to Student.
24. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. | Laws of the State of Delaware and controlling United States federal law | Delaware |
Germany, Austria, Switzerland | Camunda Services GmbH | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
Any other country | Camunda Services GmbH | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
25. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
27. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 21 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55-58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 11 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 11 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 11 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 15 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 16 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 21 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 24 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1), the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 15 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training or Instructor Session and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 16 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 16 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION A.3 OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 24 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1). The following paragraph is added at the end of Section 16 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 21 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
27. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective March 10th 2023 to June 13th 2023
DownloadTable of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 24 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 25. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“CCPA” means the California Consumer Privacy Act of 2018.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings, (ii) Instructor-Led Trainings and (iii) Blended Trainings, and which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
There are three types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
On-demand trainings are free of charge.
Instructor-led trainings (“Instructor-Led Trainings”) are trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on site or remotely, through the Academy Platform, and which have either an open classroom format (which provides the ability for Students to enroll on an open schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
Blended trainings (“Blended Trainings”) are a combination of On-Demand Trainings and Instructor-Led Trainings where, following successful completion by the Students of an On-Demand Training, the respective Students have the option to register for and take part in an instructor-led session to deepen their knowledge acquired in the On-Demand Training (“Instructor Session”).
Instructor-Led Trainings and Instructor Sessions are paid Trainings. Notwithstanding this, Camunda reserves the right to provide certain Instructor-Led Trainings and/or Instructor Sessions for free, for specific Student categories.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings or Instructor Sessions that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training or Instructor Session for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
(a) online payment, by using your credit or debit card; or
(b) bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation of Instructor-Led Trainings and Instructor Sessions
In case of on-site training sessions, Camunda reserves the right to cancel Instructor-Led Trainings or Instructor Sessions with less than 4 participants or reschedule the dates of such trainings, if necessary, with at least 21 calendar days’ notice before the date of any such cancelled or rescheduled training. Should Camunda cancel an Instructor-Led Training or Instructor Session for such a reason, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of Instructor-Led Trainings or Instructor Sessions, for any reason, with at least 7 calendar days’ notice (in case of remote trainings) or with at least 21 calendar days’ notice (in case of on-site trainings) before the date of any such cancelled or rescheduled training. In case of cancellations, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
If an Instructor-Led Training or Instructor Session is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 9 (Refunds).
In case of a rescheduling of an Instructor-Led Training or an Instructor Session, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage of life, body and health.
9. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
10. Your Obligations
In accessing the Academy Platform, you shall:
- use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
- only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
- be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
- promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
- otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
- use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
- authorize, permit, or encourage any third-party to do any of the above;
- post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
- participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
11. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
12. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
13. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 11 (Confidentiality), 12 (Intellectual Property Rights) and 19 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
14. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
15. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
16. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
17. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
18. Data Protection
You are responsible for complying with all applicable privacy or data protection laws and regulations, including, without limitation, the GDPR and the CCPA.
If you provide personal data to Camunda through the Academy Platform, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information (“Personal Data”), you grant Camunda the right and license to collect, host, store, process and otherwise use (as set forth in this Agreement) Personal Data for the purposes of operating and improving the Academy Platform. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform.
19. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
20. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwise use your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
21. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is deemed unlawful or infringes any third-party right.
22. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
23. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to Student.
24. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. | Laws of the State of Delaware and controlling United States federal law | Delaware |
Germany, Austria, Switzerland | Camunda Services GmbH | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
Any other country | Camunda Services GmbH | Laws of England and Wales, excluding both CISG and conflict of laws provisions | England and Wales |
25. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
27. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 21 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55-58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 11 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 11 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 11 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 15 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 16 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 21 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 24 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1), the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 15 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training or Instructor Session and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 16 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 16 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION A.3 OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 24 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1). The following paragraph is added at the end of Section 16 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 21 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
27. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Allgemeine Nutzungsbedingungen der Camunda Academy
Effective August 10th 2023
DownloadTable of Contents
1. Definitionen
2. Auslegung
3. Schulungen, die über die Academy-Plattform angeboten werden
4. Registrierung auf der Academy-Plattform
5. Anmeldung zu Schulungen
6. Gebühren und Zahlung
7. Teilnahmebestätigung und Zertifikate
8. Stornierung durch Camunda
9. Stornierung durch den Studenten
10. Rückerstattung
11. Ihre Pflichten
- sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
- sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
- haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
- sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
- verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
- die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
- zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
- Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
- Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
- über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
12. Vertraulichkeit
13. Rechte an geistigem Eigentum
14. Zugang zur Academy-Plattform
15. Lizenz zur Nutzung von Feedback
16. Garantie- und Haftungsausschluss
17. Haftungsbegrenzung
18. Freistellung
19. Datenschutz
- Studentendaten: vollständiger Name, Berufsbezeichnung, Firmenname, E-Mail-Adresse, Telefon;
- Schulungsbezogene Daten: alle personenbezogenen Daten, die im Rahmen Ihrer Teilnahme an den Schulungen verarbeitet werden, wie z. B. Anmeldungen zu und Abschlüsse von Schulungen sowie Schulungsbewertungen.
20. Export
21. Referenz
22. Laufzeit und Kündigung
23. Fortgeltung
24. Änderung der Bedingungen; Aktualisierung von Schulungen
25. Anwendbares Recht und Gerichtsstand
Ihr Standort | Camunda als Vertragspartei | Anwendbares Recht | Gerichtsstand |
Die Vereinigten Staaten von Amerika, Kanada und Mexiko | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten | Delaware |
Deutschland, Österreich, Schweiz | Camunda Services GmbH Zossener Straße 55-58, 10961 Berlin, Deutschland | Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | Berlin, Deutschland |
Vereinigtes Königreich und Commonwealth (ohne Kanada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, Vereinigtes Königreich, SL7 1PB | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
Jedes andere Land | Camunda Services GmbH Zossener Straße 55-58, 10961 Berlin, Deutschland | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
26. Lokale Bestimmungen
Vereinigte Staaten von Amerika, Kanada und Mexiko
Deutschland, Österreich und Schweiz
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
Effective June 13th 2023 to August 10th 2023
DownloadTable of Contents
1. Definitionen
2. Auslegung
3. Schulungen, die über die Academy-Plattform angeboten werden
4. Registrierung auf der Academy-Plattform
6. Gebühren und Zahlung
8. Stornierung von Ausbildergeleiteten Schulungen und Sitzungen
9. Rückerstattungen
10. Ihre Pflichten
- sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
- sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
- haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
- sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
- verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
- die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
- zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
- Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
- Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
- über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
11. Vertraulichkeit
12. Rechte an geistigem Eigentum
13. Zugang zur Academy-Plattform
14. Lizenz zur Nutzung von Feedback
15. Garantie- und Haftungsausschluss
16. Haftungsbegrenzung
17. Freistellung
18. Datenschutz
19. Export
20. Referenz
21. Laufzeit und Beendigung
22. Fortgeltung
23. Änderung der Bedingungen; Aktualisierung von Schulungen
24. Anwendbares Recht und Gerichtsstand
Ihr Standort | Camunda als Vertragspartei | Anwendbares Recht | Gerichtsstand |
Die Vereinigten Staaten von Amerika, Kanada und Mexiko | Camunda, Inc. | Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten | Delaware |
Deutschland, Österreich, Schweiz | Camunda Services GmbH | Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | Berlin, Deutschland |
Vereinigtes Königreich und Commonwealth (ohne Kanada) | Camunda Ltd | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
Jedes andere Land | Camunda Services GmbH | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
25. Lokale Bestimmungen
Vereinigte Staaten von Amerika, Kanada und Mexiko
Deutschland, Österreich und Schweiz
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
Effective April 28th 2023 to June 13th 2023
DownloadTable of Contents
1. Definitionen
2. Auslegung
3. Schulungen, die über die Academy-Plattform angeboten werden
4. Registrierung auf der Academy-Plattform
6. Gebühren und Zahlung
8. Stornierung von Ausbildergeleiteten Schulungen und Sitzungen
9. Rückerstattungen
10. Ihre Pflichten
- sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
- sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
- haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
- sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
- verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
- die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
- zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
- Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
- Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
- über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
11. Vertraulichkeit
12. Rechte an geistigem Eigentum
13. Zugang zur Academy-Plattform
14. Lizenz zur Nutzung von Feedback
15. Garantie- und Haftungsausschluss
16. Haftungsbegrenzung
17. Freistellung
18. Datenschutz
19. Export
20. Referenz
21. Laufzeit und Beendigung
22. Fortgeltung
23. Änderung der Bedingungen; Aktualisierung von Schulungen
24. Anwendbares Recht und Gerichtsstand
Ihr Standort | Camunda als Vertragspartei | Anwendbares Recht | Gerichtsstand |
Die Vereinigten Staaten von Amerika, Kanada und Mexiko | Camunda, Inc. | Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten | Delaware |
Deutschland, Österreich, Schweiz | Camunda Services GmbH | Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | Berlin, Deutschland |
Vereinigtes Königreich und Commonwealth (ohne Kanada) | Camunda Ltd | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
Jedes andere Land | Camunda Services GmbH | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
25. Lokale Bestimmungen
Vereinigte Staaten von Amerika, Kanada und Mexiko
Deutschland, Österreich und Schweiz
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
Effective March 10th 2023 to April 28th 2023
DownloadTable of Contents
2. Auslegung
3. Schulungen, die über die Academy-Plattform angeboten werden
4. Registrierung auf der Academy-Plattform
6. Gebühren und Zahlung
8. Stornierung von Ausbildergeleiteten Schulungen und Sitzungen
9. Rückerstattungen
10. Ihre Pflichten
- sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
- sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
- haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
- sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
- verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
- die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
- zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
- Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
- Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
- über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
11. Vertraulichkeit
12. Rechte an geistigem Eigentum
13. Zugang zur Academy-Plattform
14. Lizenz zur Nutzung von Feedback
15. Garantie- und Haftungsausschluss
16. Haftungsbegrenzung
17. Freistellung
18. Datenschutz
19. Export
20. Referenz
21. Laufzeit und Beendigung
22. Fortgeltung
23. Änderung der Bedingungen; Aktualisierung von Schulungen
24. Anwendbares Recht und Gerichtsstand
Ihr Standort | Camunda als Vertragspartei | Anwendbares Recht | Gerichtsstand |
Die Vereinigten Staaten von Amerika, Kanada und Mexiko | Camunda, Inc. | Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten | Delaware |
Deutschland, Österreich, Schweiz | Camunda Services GmbH | Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | Berlin, Deutschland |
Vereinigtes Königreich und Commonwealth (ohne Kanada) | Camunda Ltd | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
Jedes andere Land | Camunda Services GmbH | Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts | England und Wales |
25. Lokale Bestimmungen
Vereinigte Staaten von Amerika, Kanada und Mexiko
Deutschland, Österreich und Schweiz
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
Camunda Certification - Candidate Agreement
Effective April 15th 2024
DownloadTable of Contents
This Candidate Agreement (together, the “Agreement”) shall govern Your participation as a Candidate in the Program. This Agreement is made between You and the Camunda entity set forth in Section 25 (Governing Law and Venue) (“Camunda”, “We”, “Us”, “Our”) .
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice to You. Changes shall become effective immediately upon being posted at https://legal.camunda.com/ . Your continued use of the Exam Platform following any changes to this Agreement constitutes Your acknowledgement and acceptance of such changes to this Agreement.
You must accept the terms of this Agreement to schedule Your Exam.
We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
1. Definitions
“Candidate”, “You” or “Your” means an individual who participates in the Program and takes an Exam to acquire a Certification or Recertification.
“Certification” means a certification that the Candidate may receive from Camunda indicating that the Candidate has the required skills and knowledge in relation to the Product. Unless explicitly stated otherwise in this Agreement, all references herein to "Certification" shall include any subsequent Recertification obtained by the Candidate.
“Certification Exam” means the online exam that the Candidate must take via the Exam Platform for the assessment of its skills and knowledge in relation to the Product, and which the Candidate must pass to receive a Certification.
“Credential” means the digital certificate issued by Camunda to the Candidate that has received a Certification, containing, inter alia, the indication “Certified” or a substantially similar indication, together with any logo that has been designed and developed specifically for the Program, which the Candidate may become qualified to use after receiving a Certification.
“Exam” means either a Certification Exam or a Recertification Exam.
“Exam Blueprint” means a description of the topics concerning the Product that are assessed on the Exam, including the content to be covered, as well as other matters that concern the testing of Your knowledge of a particular Product in the context of an Exam, drawn-up by Camunda in preparation of an Exam taking place.
“Exam Item” means a particular question, diagram, graphic, design, computation or exercise and its associated answer or acceptable response on an Exam.
“Exam Platform” means the end-to-end, online exam development and delivery platform built and maintained by pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois, which Camunda uses to deliver Exams to Candidates.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Product” means any of Camunda’s software products, including any components of such software products.
“Product Release” means a specific minor or major release of a Product.
“Program” means the Camunda Certification Program, in accordance to which Camunda makes available Certifications to Candidates.
“Recertification” means a renewed Certification that the Candidate may receive from Camunda following expiration of a previously obtained Certification in accordance with Section 13.
“Recertification Exam” means an Exam that a Candidate must pass to receive a Recertification.
“Trainings” means a collection of training courses within the Program which the Candidate can access to prepare for an Exam.
2. Participation in the Program
To participate in the Program, You must comply at all times with the requirements that apply to You as a Candidate pursuant to this Agreement (“Certification Requirements”).
3. Obtaining a Certification
To obtain a Certification, You must take the applicable Exam by registering on the Exam Platform and receive a passing score.
4. Registering on the Exam Platform
4.1 In order to register for an Exam on the Exam Platform, You must accept the terms of this Agreement and pay any applicable Exam fees (as specified on the Exam Platform).
4.2 When registering for an Exam via the Exam Platform, You are required to use Your business email address and not Your personal email address.
5. Exam Development
Exams are developed against the Enterprise version of each Product. As they are likely to change quickly, alpha, beta or early access versions will not be included in an Exam or be part of any related Exam Item.
6. Exam Proctoring
Camunda may use third-party proctors to make sure that You are not cheating while You are taking an Exam. You may be required to accept additional proctoring terms and conditions and requirements before You are able to take an Exam. The proctoring by a third-party proctor may include collecting video and audio recordings of You to identify actions which suggest You are cheating. Recordings of You and Your screen taken during the Exam may be shared with Camunda in case Your behaviour suggests that You may be cheating and Camunda will then review the recordings. Although it is not Camunda’s intention to process sensitive personal data when We review recordings of You provided by a third party vendor, we may process sensitive personal data if items or objects captured reveal Your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation. If possible, please remove such items or objects prior to commencing an Exam in order to help Camunda comply with its privacy obligations.
7. Exam Conduct
7.1 You hereby agree that You will not participate in any behaviour that could compromise the confidentiality or results of any Certification Exam. You are solely responsible for complying with all applicable Certification Requirements. Camunda may engage third party exam proctors which, if engaged, will be authorized to, and may take immediate and appropriate measures against You if You breach any such Certification Requirements, including cheating while You are taking a Certification Exam.
7.2 Without prejudice to any other remedies that Camunda may have under this Agreement and the applicable laws, Camunda may, in its sole discretion, prohibit You from taking any Certification Exam, invalidate Your exam results (in each case, without obligation to refund any Certification Exam-related fees), revoke Your Certifications and withdraw Your related Credentials if Camunda reasonably believes that You violated the Certification Requirements (including this Agreement) or engaged in any misconduct, including without limitation the following:
- providing access to, seeking or obtaining unauthorized access to, disclosing, distributing, recording, downloading, copying or making available in any form or by any means, any Exam or any Exam Items or other Exam-related tasks or content;
- misrepresenting Your identity or engaging other individuals to take a Certification Exam on Your behalf;
- misrepresenting Your country of residence;
- modifying or altering any Certification Exam (including related Exam Items) or Exam score;
- submitting any answers and work or any other input whatsoever in response to an Exam Item and that are not entirely Your own;
- using any unauthorized devices or items while taking a Certification Exam, including, without limitation, mobile phones, tablets, laptops, electronic devices, recording devices, notes or other unauthorized content;
- using Artificial Intelligence-related tools in any way to assist You during a Certification Exam;
- providing or receiving improper assistance during a Certification Exam;
- engaging in any other action or attempt to influence the Exam and related testing process through cheating or misconduct that could compromise the confidentiality, integrity, security or results of an Exam.
7.3 You hereby agree that if Camunda takes any of the punitive actions against You as specified under Subsection 7.2, Camunda shall have the right to notify Your employer or associated company about such fact and respond to any inquiry by Your employer or associated company about changes in Your Certification status.
8. Exam Score Challenge
If You believe Your Exam score is inaccurate, You have fourteen (14) days after taking the applicable Exam to challenge the score that You obtained. The Exam score can be challenged in writing within this time period at certification@camunda.com. Challenges will be reviewed by Camunda and appropriate action will be taken if necessary. Camunda’s decision is final.
9. Exam Retake Policy
9.1 If You don’t pass an Exam the first time, You have the right to retake it as many times as You like. Each attempt at retaking an Exam will require full payment of the Exam fee.
9.2 You may request a waiver of the Exam fee for retaking an Exam if You experienced internet connectivity issues or technical difficulties accessing the Exam Platform. Exam fee waivers will be granted in the form of a free voucher that You can use before retaking the applicable Exam. To request an Exam fee waiver, please contact certification@camunda.com.
10. Rescheduling and Cancellation
Please make sure to reschedule or cancel an Exam at least 72 (seventy-two) hours prior to Your scheduled Exam time. If You reschedule or cancel an Exam without observing the aforementioned notice period, the Exam fees or, as applicable, the vouchers or coupons that You received to use against the Exam fee will be forfeited.
11. Updates to Exam Blueprint and Exam Items
Camunda reserves the right to update the Exam Blueprint after each Product Release.
12. Right of Refusal
Camunda reserves the right to refuse Your access to the Exam Platform and Your right to take an Exam if Camunda reasonably believes that You are employed by any exam preparation organization, or if You are located in certain regions or countries which may be subject to export control or other restrictions under applicable laws or mandatory Camunda policies.
13. Certification Validity. Recertification
13.1 Each Certification is valid until the Expiration Date (as defined below).
13.2 Certifications will expire on the earlier of two (2) years from the successful completion of an Exam or the date when Camunda discontinues support for the relevant Product Release in connection to which You obtained the relevant Certification (the “Expiration Date”).
13.3 Upon the Expiration Date, You need to obtain a Recertification by taking a Recertification Exam and receiving a passing score. Recertification Exams shall test Your knowledge in connection with the then-current Product Release.
13.4 For the avoidance of any doubt, Certifications achieved by Candidates against earlier Product Releases will not be invalidated by the mere launch of new Exams testing the Candidates’ knowledge of Camunda’s latest Product Release, and such Certifications shall remain valid until the Expiration Date.
14. Certification Portability
If You obtain a Certification, such Certification shall be associated with You as a Candidate who has successfully passed the relevant Certification Exam. Consequently, Certifications will follow You in case You move to a new organization. You are responsible to provide Camunda with a prior notice at certification@camunda.com if You wish to transfer an existing Certification.
15. Credentials
15.1 Candidates that have successfully passed an Exam and obtained a Certification will be provided by Camunda with a Credential that they can use to advertise their achievement during the validity of a Certification.
15.2 Credentials may be verified by third parties via Credly.
16. Right to use Credentials
16.1 If You obtain a Certification, Camunda grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Credential solely in connection with publicizing that You meet the criteria for the applicable Certification.
16.2 You agree not to use any Credentials except as authorized herein, and that You may not use the Credentials in any way that (i) may be construed to establish a relationship or affiliation between Camunda and any third parties other than You; (ii) may damage Camunda’s reputation; or (iii) misrepresents Your relationship with Camunda.
16.3 You agree that You shall only use Camunda-supplied Credential artwork and that Your reproduction and use of the Credential shall be in compliance with any guidelines and policies that Camunda may provide to You and make You aware of when issuing the Credential to You. Camunda may change the design, graphic and general artwork of any of the Credentials at any time and You agree to comply with any such changes or requests by Camunda.
16.4 Camunda retains all rights, title and interests in any Credentials. Nothing herein shall be construed to grant any other rights to You, and You acknowledge and agree that Camunda is the exclusive owner of all right, title and interest in the Credentials, that You shall take no action inconsistent with Camunda’s ownership of the Credentials, and that Camunda shall have the right to grant licenses to other Candidates to use the Credentials.
17. License to Use Feedback
You may provide suggestions, comments or other feedback to Us about the Program, Exams or Credentials (the “Feedback”). You hereby grant to Camunda a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, rent, incorporate into its products and services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that You, in Your discretion, may share with Camunda in any manner, including verbally or in writing. To the maximum extent permitted by law, You waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by You.
18. Intellectual Property Ownership
Camunda retains all rights, title, and interest in and to the Program and related Exams, Exam Items and other Exam-related materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Camunda to You are expressly reserved to Camunda.
19. Confidential Information
You agree that the Exams and all information provided to You or obtained by You related to the Exams, including, but not limited to, the Exam Items, structure and organization of the Exams are Camunda’s confidential information (“Confidential Information”). Camunda makes Exams available to You solely to test Your skills and knowledge in relation to the Product for which You seek to obtain a Certification. You may not use, disclose, reproduce, copy, distribute, transmit or make derivative works of the Confidential Information in any form, without the prior written approval of Camunda.
20. Data Protection
20.1 Camunda Services GmbH is a Controller within the meaning of GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes Your Personal Data as described in Camunda’s privacy policy (available at https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda, for the purposes of delivering the Exams, uses the Exam Platform, which is hosted by a third party provider (pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois). Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
20.2 Camunda may process the following Personal Data for the purposes of delivering the Exams via the Exam Platform:
- Candidate data: full name, job title, company name, email address, telephone number, company/organization, country;
- Exams-related data: any Personal Data processed as part of Your participation in the Program such as enrollments in, completions and scores of Exams.
20.3 Camunda may share such Personal Data with Your employer to inform the employer about Your completion of certain Exams and Your Certification status.
20.4 For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
21. Indemnification
You agree to indemnify and hold Camunda harmless against any losses, liability, damages or costs arising out of any claims, actions or proceedings which may be brought or made against Camunda arising from or related to (i) any breach by You of this Agreement including, but not limited to, Your use of the Credentials in any way that is inconsistent with this Agreement; (ii) the violation by You of any third party intellectual property rights, confidentiality or privacy rights; or (iii) any misrepresentations made by You. You agree to cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not under any circumstances settle any claim without the prior written consent of Camunda.
22. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND THE PROGRAM, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM WILL BE LIMITED, IN THE AGGREGATE, TO EUR 100 (ONE HUNDRED EUROS).
23. Term and Termination
23.1 The term of the Agreement shall start upon Your acceptance of the terms set forth herein and shall continue until terminated as provided herein.
23.2 Either Party may terminate this Agreement by giving the other Party a thirty (30) days written notice of termination.
23.3 Unless specified otherwise in the Agreement, Camunda may terminate this Agreement at any time if You fail to comply, in all material respects, with the Certification Requirements. Upon termination of the Agreement, any rights and licenses granted to You under the Agreement and the Program, including Your rights to use any Credentials, shall cease immediately. As a result, You shall immediately discontinue all use of any Credentials.
23.4 Any and all provisions of this Agreement that, by their content, are intended to apply beyond the performance or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Changes to Program and Exams. Certification Revocation and Retirement
24.1 Our Products evolve and therefore may change entirely or partially following a Product Release, or may be replaced, retired or related support may be discontinued. To ensure that all Certifications remain relevant, We reserve the right to terminate or change the Program at any time and, as a consequence, (i) change, update or terminate Exams, and (ii) revoke or retire Certifications at any time.
24.2 When a Certification is retired, it will no longer be available for new Candidates to earn.
25. Governing Law and Venue
The Candidate’s domicile will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below.
Candidate Domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | Laws of England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Effective April 15th 2024 to April 15th 2024
DownloadTable of Contents
This Candidate Agreement (together, the “Agreement”) shall govern Your participation as a Candidate in the Program. This Agreement is made between You and the Camunda entity set forth in Section 25 (Governing Law and Venue) (“Camunda”, “We”, “Us”, “Our”) .
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice to You. Changes shall become effective immediately upon being posted at https://legal.camunda.com/ . Your continued use of the Exam Platform following any changes to this Agreement constitutes Your acknowledgement and acceptance of such changes to this Agreement.
You must accept the terms of this Agreement to schedule Your Exam.
We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
1. Definitions
“Candidate”, “You” or “Your” means an individual who participates in the Program and takes an Exam to acquire a Certification or Recertification.
“Certification” means a certification that the Candidate may receive from Camunda indicating that the Candidate has the required skills and knowledge in relation to the Product. Unless explicitly stated otherwise in this Agreement, all references herein to "Certification" shall include any subsequent Recertification obtained by the Candidate.
“Certification Exam” means the online exam that the Candidate must take via the Exam Platform for the assessment of its skills and knowledge in relation to the Product, and which the Candidate must pass to receive a Certification.
“Credential” means the digital certificate issued by Camunda to the Candidate that has received a Certification, containing, inter alia, the indication “Certified” or a substantially similar indication, together with any logo that has been designed and developed specifically for the Program, which the Candidate may become qualified to use after receiving a Certification.
“Exam” means either a Certification Exam or a Recertification Exam.
“Exam Blueprint” means a description of the topics concerning the Product that are assessed on the Exam, including the content to be covered, as well as other matters that concern the testing of Your knowledge of a particular Product in the context of an Exam, drawn-up by Camunda in preparation of an Exam taking place.
“Exam Item” means a particular question, diagram, graphic, design, computation or exercise and its associated answer or acceptable response on an Exam.
“Exam Platform” means the end-to-end, online exam development and delivery platform built and maintained by pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois, which Camunda uses to deliver Exams to Candidates.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Product” means any of Camunda’s software products, including any components of such software products.
“Product Release” means a specific minor or major release of a Product.
“Program” means the Camunda Certification Program, in accordance to which Camunda makes available Certifications to Candidates.
“Recertification” means a renewed Certification that the Candidate may receive from Camunda following expiration of a previously obtained Certification in accordance with Section 13.
“Recertification Exam” means an Exam that a Candidate must pass to receive a Recertification.
“Trainings” means a collection of training courses within the Program which the Candidate can access to prepare for an Exam.
2. Participation in the Program
To participate in the Program, You must comply at all times with the requirements that apply to You as a Candidate pursuant to this Agreement (“Certification Requirements”).
3. Obtaining a Certification
To obtain a Certification, You must take the applicable Exam by registering on the Exam Platform and receive a passing score.
4. Registering on the Exam Platform
4.1 In order to register for an Exam on the Exam Platform, You must accept the terms of this Agreement and pay any applicable Exam fees (as specified on the Exam Platform).
4.2 When registering for an Exam via the Exam Platform, You are required to use Your business email address and not Your personal email address.
5. Exam Development
Exams are developed against the Enterprise version of each Product. As they are likely to change quickly, alpha, beta or early access versions will not be included in an Exam or be part of any related Exam Item.
6. Exam Proctoring
Camunda may use third-party proctors to make sure that You are not cheating while You are taking an Exam. You may be required to accept additional proctoring terms and conditions and requirements before You are able to take an Exam. The proctoring by a third-party proctor may include collecting video and audio recordings of You to identify actions which suggest You are cheating. Recordings of You and Your screen taken during the Exam may be shared with Camunda in case Your behaviour suggests that You may be cheating and Camunda will then review the recordings. Although it is not Camunda’s intention to process sensitive personal data when We review recordings of You provided by a third party vendor, we may process sensitive personal data if items or objects captured reveal Your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation. If possible, please remove such items or objects prior to commencing an Exam in order to help Camunda comply with its privacy obligations.
7. Exam Conduct
7.1 You hereby agree that You will not participate in any behaviour that could compromise the confidentiality or results of any Certification Exam. You are solely responsible for complying with all applicable Certification Requirements. Camunda may engage third party exam proctors which, if engaged, will be authorized to, and may take immediate and appropriate measures against You if You breach any such Certification Requirements, including cheating while You are taking a Certification Exam.
7.2 Without prejudice to any other remedies that Camunda may have under this Agreement and the applicable laws, Camunda may, in its sole discretion, prohibit You from taking any Certification Exam, invalidate Your exam results (in each case, without obligation to refund any Certification Exam-related fees), revoke Your Certifications and withdraw Your related Credentials if Camunda reasonably believes that You violated the Certification Requirements (including this Agreement) or engaged in any misconduct, including without limitation the following:
- providing access to, seeking or obtaining unauthorized access to, disclosing, distributing, recording, downloading, copying or making available in any form or by any means, any Exam or any Exam Items or other Exam-related tasks or content;
- misrepresenting Your identity or engaging other individuals to take a Certification Exam on Your behalf;
- misrepresenting Your country of residence;
- modifying or altering any Certification Exam (including related Exam Items) or Exam score;
- submitting any answers and work or any other input whatsoever in response to an Exam Item and that are not entirely Your own;
- using any unauthorized devices or items while taking a Certification Exam, including, without limitation, mobile phones, tablets, laptops, electronic devices, recording devices, notes or other unauthorized content;
- using Artificial Intelligence-related tools in any way to assist You during a Certification Exam;
- providing or receiving improper assistance during a Certification Exam;
- engaging in any other action or attempt to influence the Exam and related testing process through cheating or misconduct that could compromise the confidentiality, integrity, security or results of an Exam.
7.3 You hereby agree that if Camunda takes any of the punitive actions against You as specified under Subsection 7.2, Camunda shall have the right to notify Your employer or associated company about such fact and respond to any inquiry by Your employer or associated company about changes in Your Certification status.
8. Exam Score Challenge
If You believe Your Exam score is inaccurate, You have fourteen (14) days after taking the applicable Exam to challenge the score that You obtained. The Exam score can be challenged in writing within this time period at certification@camunda.com. Challenges will be reviewed by Camunda and appropriate action will be taken if necessary. Camunda’s decision is final.
9. Exam Retake Policy
9.1 If You don’t pass an Exam the first time, You have the right to retake it as many times as You like. Each attempt at retaking an Exam will require full payment of the Exam fee.
9.2 You may request a waiver of the Exam fee for retaking an Exam if You experienced internet connectivity issues or technical difficulties accessing the Exam Platform. Exam fee waivers will be granted in the form of a free voucher that You can use before retaking the applicable Exam. To request an Exam fee waiver, please contact certification@camunda.com.
10. Rescheduling and Cancellation
Please make sure to reschedule or cancel an Exam at least 72 (seventy-two) hours prior to Your scheduled Exam time. If You reschedule or cancel an Exam without observing the aforementioned notice period, the Exam fees or, as applicable, the vouchers or coupons that You received to use against the Exam fee will be forfeited.
11. Updates to Exam Blueprint and Exam Items
Camunda reserves the right to update the Exam Blueprint after each Product Release.
12. Right of Refusal
Camunda reserves the right to refuse Your access to the Exam Platform and Your right to take an Exam if Camunda reasonably believes that You are employed by any exam preparation organization, or if You are located in certain regions or countries which may be subject to export control or other restrictions under applicable laws or mandatory Camunda policies.
13. Certification Validity. Recertification
13.1 Each Certification is valid until the Expiration Date (as defined below).
13.2 Certifications will expire on the earlier of two (2) years from the successful completion of an Exam or the date when Camunda discontinues support for the relevant Product Release in connection to which You obtained the relevant Certification (the “Expiration Date”).
13.3 Upon the Expiration Date, You need to obtain a Recertification by taking a Recertification Exam and receiving a passing score. Recertification Exams shall test Your knowledge in connection with the then-current Product Release.
13.4 For the avoidance of any doubt, Certifications achieved by Candidates against earlier Product Releases will not be invalidated by the mere launch of new Exams testing the Candidates’ knowledge of Camunda’s latest Product Release, and such Certifications shall remain valid until the Expiration Date.
14. Certification Portability
If You obtain a Certification, such Certification shall be associated with You as a Candidate who has successfully passed the relevant Certification Exam. Consequently, Certifications will follow You in case You move to a new organization. You are responsible to provide Camunda with a prior notice at certification@camunda.com if You wish to transfer an existing Certification.
15. Credentials
15.1 Candidates that have successfully passed an Exam and obtained a Certification will be provided by Camunda with a Credential that they can use to advertise their achievement during the validity of a Certification.
15.2 Credentials may be verified by third parties via Credly.
16. Right to use Credentials
16.1 If You obtain a Certification, Camunda grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Credential solely in connection with publicizing that You meet the criteria for the applicable Certification.
16.2 You agree not to use any Credentials except as authorized herein, and that You may not use the Credentials in any way that (i) may be construed to establish a relationship or affiliation between Camunda and any third parties other than You; (ii) may damage Camunda’s reputation; or (iii) misrepresents Your relationship with Camunda.
16.3 You agree that You shall only use Camunda-supplied Credential artwork and that Your reproduction and use of the Credential shall be in compliance with any guidelines and policies that Camunda may provide to You and make You aware of when issuing the Credential to You. Camunda may change the design, graphic and general artwork of any of the Credentials at any time and You agree to comply with any such changes or requests by Camunda.
16.4 Camunda retains all rights, title and interests in any Credentials. Nothing herein shall be construed to grant any other rights to You, and You acknowledge and agree that Camunda is the exclusive owner of all right, title and interest in the Credentials, that You shall take no action inconsistent with Camunda’s ownership of the Credentials, and that Camunda shall have the right to grant licenses to other Candidates to use the Credentials.
17. License to Use Feedback
You may provide suggestions, comments or other feedback to Us about the Program, Exams or Credentials (the “Feedback”). You hereby grant to Camunda a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, rent, incorporate into its products and services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that You, in Your discretion, may share with Camunda in any manner, including verbally or in writing. To the maximum extent permitted by law, You waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by You.
18. Intellectual Property Ownership
Camunda retains all rights, title, and interest in and to the Program and related Exams, Exam Items and other Exam-related materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Camunda to You are expressly reserved to Camunda.
19. Confidential Information
You agree that the Exams and all information provided to You or obtained by You related to the Exams, including, but not limited to, the Exam Items, structure and organization of the Exams are Camunda’s confidential information (“Confidential Information”). Camunda makes Exams available to You solely to test Your skills and knowledge in relation to the Product for which You seek to obtain a Certification. You may not use, disclose, reproduce, copy, distribute, transmit or make derivative works of the Confidential Information in any form, without the prior written approval of Camunda.
20. Data Protection
20.1 Camunda Services GmbH is a Controller within the meaning of GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes Your Personal Data as described in Camunda’s privacy policy (available at https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda, for the purposes of delivering the Exams, uses the Exam Platform, which is hosted by a third party provider (pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois). Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
20.2 Camunda may process the following Personal Data for the purposes of delivering the Exams via the Exam Platform:
- Candidate data: full name, job title, company name, email address, telephone number, company/organization, country;
- Exams-related data: any Personal Data processed as part of Your participation in the Program such as enrollments in, completions and scores of Exams.
20.3 Camunda may share such Personal Data with Your employer to inform the employer about Your completion of certain Exams and Your Certification status.
20.4 For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
21. Indemnification
You agree to indemnify and hold Camunda harmless against any losses, liability, damages or costs arising out of any claims, actions or proceedings which may be brought or made against Camunda arising from or related to (i) any breach by You of this Agreement including, but not limited to, Your use of the Credentials in any way that is inconsistent with this Agreement; (ii) the violation by You of any third party intellectual property rights, confidentiality or privacy rights; or (iii) any misrepresentations made by You. You agree to cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not under any circumstances settle any claim without the prior written consent of Camunda.
22. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND THE PROGRAM, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM WILL BE LIMITED, IN THE AGGREGATE, TO EUR 100 (ONE HUNDRED EUROS).
23. Term and Termination
23.1 The term of the Agreement shall start upon Your acceptance of the terms set forth herein and shall continue until terminated as provided herein.
23.2 Either Party may terminate this Agreement by giving the other Party a thirty (30) days written notice of termination.
23.3 Unless specified otherwise in the Agreement, Camunda may terminate this Agreement at any time if You fail to comply, in all material respects, with the Certification Requirements. Upon termination of the Agreement, any rights and licenses granted to You under the Agreement and the Program, including Your rights to use any Credentials, shall cease immediately. As a result, You shall immediately discontinue all use of any Credentials.
23.4 Any and all provisions of this Agreement that, by their content, are intended to apply beyond the performance or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Changes to Program and Exams. Certification Revocation and Retirement
24.1 Our Products evolve and therefore may change entirely or partially following a Product Release, or may be replaced, retired or related support may be discontinued. To ensure that all Certifications remain relevant, We reserve the right to terminate or change the Program at any time and, as a consequence, (i) change, update or terminate Exams, and (ii) revoke or retire Certifications at any time.
24.2 When a Certification is retired, it will no longer be available for new Candidates to earn.
25. Governing Law and Venue
The Candidate’s domicile will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below.
Candidate Domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | Laws of England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Effective April 15th 2024 to April 15th 2024
DownloadTable of Contents
This Candidate Agreement (together, the “Agreement”) shall govern Your participation as a Candidate in the Program. This Agreement is made between You and the Camunda entity set forth in Section 25 (Governing Law and Venue) (“Camunda”, “We”, “Us”, “Our”) .
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice to You. Changes shall become effective immediately upon being posted at https://legal.camunda.com/ . Your continued use of the Exam Platform following any changes to this Agreement constitutes Your acknowledgement and acceptance of such changes to this Agreement.
You must accept the terms of this Agreement to schedule Your Exam.
We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
1. Definitions
“Candidate”, “You” or “Your” means an individual who participates in the Program and takes an Exam to acquire a Certification or Recertification.
“Certification” means a certification that the Candidate may receive from Camunda indicating that the Candidate has the required skills and knowledge in relation to the Product. Unless explicitly stated otherwise in this Agreement, all references herein to "Certification" shall include any subsequent Recertification obtained by the Candidate.
“Certification Exam” means the online exam that the Candidate must take via the Exam Platform for the assessment of its skills and knowledge in relation to the Product, and which the Candidate must pass to receive a Certification.
“Credential” means the digital certificate issued by Camunda to the Candidate that has received a Certification, containing, inter alia, the indication “Certified” or a substantially similar indication, together with any logo that has been designed and developed specifically for the Program, which the Candidate may become qualified to use after receiving a Certification.
“Exam” means either a Certification Exam or a Recertification Exam.
“Exam Blueprint” means a description of the topics concerning the Product that are assessed on the Exam, including the content to be covered, as well as other matters that concern the testing of Your knowledge of a particular Product in the context of an Exam, drawn-up by Camunda in preparation of an Exam taking place.
“Exam Item” means a particular question, diagram, graphic, design, computation or exercise and its associated answer or acceptable response on an Exam.
“Exam Platform” means the end-to-end, online exam development and delivery platform built and maintained by pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois, which Camunda uses to deliver Exams to Candidates.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Product” means any of Camunda’s software products, including any components of such software products.
“Product Release” means a specific minor or major release of a Product.
“Program” means the Camunda Certification Program, in accordance to which Camunda makes available Certifications to Candidates.
“Recertification” means a renewed Certification that the Candidate may receive from Camunda following expiration of a previously obtained Certification in accordance with Section 13.
“Recertification Exam” means an Exam that a Candidate must pass to receive a Recertification.
“Trainings” means a collection of training courses within the Program which the Candidate can access to prepare for an Exam.
2. Participation in the Program
To participate in the Program, You must comply at all times with the requirements that apply to You as a Candidate pursuant to this Agreement (“Certification Requirements”).
3. Obtaining a Certification
To obtain a Certification, You must take the applicable Exam by registering on the Exam Platform and receive a passing score.
4. Registering on the Exam Platform
4.1 In order to register for an Exam on the Exam Platform, You must accept the terms of this Agreement and pay any applicable Exam fees (as specified on the Exam Platform).
4.2 When registering for an Exam via the Exam Platform, You are required to use Your business email address and not Your personal email address.
5. Exam Development
Exams are developed against the Enterprise version of each Product. As they are likely to change quickly, alpha, beta or early access versions will not be included in an Exam or be part of any related Exam Item.
6. Exam Proctoring
Camunda may use third-party proctors to make sure that You are not cheating while You are taking an Exam. You may be required to accept additional proctoring terms and conditions and requirements before You are able to take an Exam. The proctoring by a third-party proctor may include collecting video and audio recordings of You to identify actions which suggest You are cheating. Recordings of You and Your screen taken during the Exam may be shared with Camunda in case Your behaviour suggests that You may be cheating and Camunda will then review the recordings. Although it is not Camunda’s intention to process sensitive personal data when We review recordings of You provided by a third party vendor, we may process sensitive personal data if items or objects captured reveal Your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation. If possible, please remove such items or objects prior to commencing an Exam in order to help Camunda comply with its privacy obligations.
7. Exam Conduct
7.1 You hereby agree that You will not participate in any behaviour that could compromise the confidentiality or results of any Certification Exam. You are solely responsible for complying with all applicable Certification Requirements. Camunda may engage third party exam proctors which, if engaged, will be authorized to, and may take immediate and appropriate measures against You if You breach any such Certification Requirements, including cheating while You are taking a Certification Exam.
7.2 Without prejudice to any other remedies that Camunda may have under this Agreement and the applicable laws, Camunda may, in its sole discretion, prohibit You from taking any Certification Exam, invalidate Your exam results (in each case, without obligation to refund any Certification Exam-related fees), revoke Your Certifications and withdraw Your related Credentials if Camunda reasonably believes that You violated the Certification Requirements (including this Agreement) or engaged in any misconduct, including without limitation the following:
- providing access to, seeking or obtaining unauthorized access to, disclosing, distributing, recording, downloading, copying or making available in any form or by any means, any Exam or any Exam Items or other Exam-related tasks or content;
- misrepresenting Your identity or engaging other individuals to take a Certification Exam on Your behalf;
- misrepresenting Your country of residence;
- modifying or altering any Certification Exam (including related Exam Items) or Exam score;
- submitting any answers and work or any other input whatsoever in response to an Exam Item and that are not entirely Your own;
- using any unauthorized devices or items while taking a Certification Exam, including, without limitation, mobile phones, tablets, laptops, electronic devices, recording devices, notes or other unauthorized content;
- using Artificial Intelligence-related tools in any way to assist You during a Certification Exam;
- providing or receiving improper assistance during a Certification Exam;
- engaging in any other action or attempt to influence the Exam and related testing process through cheating or misconduct that could compromise the confidentiality, integrity, security or results of an Exam.
7.3 You hereby agree that if Camunda takes any of the punitive actions against You as specified under Subsection 7.2, Camunda shall have the right to notify Your employer or associated company about such fact and respond to any inquiry by Your employer or associated company about changes in Your Certification status.
8. Exam Score Challenge
If You believe Your Exam score is inaccurate, You have fourteen (14) days after taking the applicable Exam to challenge the score that You obtained. The Exam score can be challenged in writing within this time period at certification@camunda.com. Challenges will be reviewed by Camunda and appropriate action will be taken if necessary. Camunda’s decision is final.
9. Exam Retake Policy
9.1 If You don’t pass an Exam the first time, You have the right to retake it as many times as You like. Each attempt at retaking an Exam will require full payment of the Exam fee.
9.2 You may request a waiver of the Exam fee for retaking an Exam if You experienced internet connectivity issues or technical difficulties accessing the Exam Platform. Exam fee waivers will be granted in the form of a free voucher that You can use before retaking the applicable Exam. To request an Exam fee waiver, please contact certification@camunda.com.
10. Rescheduling and Cancellation
Please make sure to reschedule or cancel an Exam at least 72 (seventy-two) hours prior to Your scheduled Exam time. If You reschedule or cancel an Exam without observing the aforementioned notice period, the Exam fees or, as applicable, the vouchers or coupons that You received to use against the Exam fee will be forfeited.
11. Updates to Exam Blueprint and Exam Items
Camunda reserves the right to update the Exam Blueprint after each Product Release.
12. Right of Refusal
Camunda reserves the right to refuse Your access to the Exam Platform and Your right to take an Exam if Camunda reasonably believes that You are employed by any exam preparation organization, or if You are located in certain regions or countries which may be subject to export control or other restrictions under applicable laws or mandatory Camunda policies.
13. Certification Validity. Recertification
13.1 Each Certification is valid until the Expiration Date (as defined below).
13.2 Certifications will expire on the earlier of two (2) years from the successful completion of an Exam or the date when Camunda discontinues support for the relevant Product Release in connection to which You obtained the relevant Certification (the “Expiration Date”).
13.3 Upon the Expiration Date, You need to obtain a Recertification by taking a Recertification Exam and receiving a passing score. Recertification Exams shall test Your knowledge in connection with the then-current Product Release.
13.4 For the avoidance of any doubt, Certifications achieved by Candidates against earlier Product Releases will not be invalidated by the mere launch of new Exams testing the Candidates’ knowledge of Camunda’s latest Product Release, and such Certifications shall remain valid until the Expiration Date.
14. Certification Portability
If You obtain a Certification, such Certification shall be associated with You as a Candidate who has successfully passed the relevant Certification Exam. Consequently, Certifications will follow You in case You move to a new organization. You are responsible to provide Camunda with a prior notice at certification@camunda.com if You wish to transfer an existing Certification.
15. Credentials
15.1 Candidates that have successfully passed an Exam and obtained a Certification will be provided by Camunda with a Credential that they can use to advertise their achievement during the validity of a Certification.
15.2 Credentials may be verified by third parties via Credly.
16. Right to use Credentials
16.1 If You obtain a Certification, Camunda grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Credential solely in connection with publicizing that You meet the criteria for the applicable Certification.
16.2 You agree not to use any Credentials except as authorized herein, and that You may not use the Credentials in any way that (i) may be construed to establish a relationship or affiliation between Camunda and any third parties other than You; (ii) may damage Camunda’s reputation; or (iii) misrepresents Your relationship with Camunda.
16.3 You agree that You shall only use Camunda-supplied Credential artwork and that Your reproduction and use of the Credential shall be in compliance with any guidelines and policies that Camunda may provide to You and make You aware of when issuing the Credential to You. Camunda may change the design, graphic and general artwork of any of the Credentials at any time and You agree to comply with any such changes or requests by Camunda.
16.4 Camunda retains all rights, title and interests in any Credentials. Nothing herein shall be construed to grant any other rights to You, and You acknowledge and agree that Camunda is the exclusive owner of all right, title and interest in the Credentials, that You shall take no action inconsistent with Camunda’s ownership of the Credentials, and that Camunda shall have the right to grant licenses to other Candidates to use the Credentials.
17. License to Use Feedback
You may provide suggestions, comments or other feedback to Us about the Program, Exams or Credentials (the “Feedback”). You hereby grant to Camunda a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, rent, incorporate into its products and services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that You, in Your discretion, may share with Camunda in any manner, including verbally or in writing. To the maximum extent permitted by law, You waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by You.
18. Intellectual Property Ownership
Camunda retains all rights, title, and interest in and to the Program and related Exams, Exam Items and other Exam-related materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Camunda to You are expressly reserved to Camunda.
19. Confidential Information
You agree that the Exams and all information provided to You or obtained by You related to the Exams, including, but not limited to, the Exam Items, structure and organization of the Exams are Camunda’s confidential information (“Confidential Information”). Camunda makes Exams available to You solely to test Your skills and knowledge in relation to the Product for which You seek to obtain a Certification. You may not use, disclose, reproduce, copy, distribute, transmit or make derivative works of the Confidential Information in any form, without the prior written approval of Camunda.
20. Data Protection
20.1 Camunda Services GmbH is a Controller within the meaning of GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes Your Personal Data as described in Camunda’s privacy policy (available at https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda, for the purposes of delivering the Exams, uses the Exam Platform, which is hosted by a third party provider (pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois). Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
20.2 Camunda may process the following Personal Data for the purposes of delivering the Exams via the Exam Platform:
- Candidate data: full name, job title, company name, email address, telephone number, company/organization, country;
- Exams-related data: any Personal Data processed as part of Your participation in the Program such as enrollments in, completions and scores of Exams.
20.3 Camunda may share such Personal Data with Your employer to inform the employer about Your completion of certain Exams and Your Certification status.
20.4 For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
21. Indemnification
You agree to indemnify and hold Camunda harmless against any losses, liability, damages or costs arising out of any claims, actions or proceedings which may be brought or made against Camunda arising from or related to (i) any breach by You of this Agreement including, but not limited to, Your use of the Credentials in any way that is inconsistent with this Agreement; (ii) the violation by You of any third party intellectual property rights, confidentiality or privacy rights; or (iii) any misrepresentations made by You. You agree to cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not under any circumstances settle any claim without the prior written consent of Camunda.
22. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND THE PROGRAM, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM WILL BE LIMITED, IN THE AGGREGATE, TO EUR 100 (ONE HUNDRED EUROS).
23. Term and Termination
23.1 The term of the Agreement shall start upon Your acceptance of the terms set forth herein and shall continue until terminated as provided herein.
23.2 Either Party may terminate this Agreement by giving the other Party a thirty (30) days written notice of termination.
23.3 Unless specified otherwise in the Agreement, Camunda may terminate this Agreement at any time if You fail to comply, in all material respects, with the Certification Requirements. Upon termination of the Agreement, any rights and licenses granted to You under the Agreement and the Program, including Your rights to use any Credentials, shall cease immediately. As a result, You shall immediately discontinue all use of any Credentials.
23.4 Any and all provisions of this Agreement that, by their content, are intended to apply beyond the performance or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Changes to Program and Exams. Certification Revocation and Retirement
24.1 Our Products evolve and therefore may change entirely or partially following a Product Release, or may be replaced, retired or related support may be discontinued. To ensure that all Certifications remain relevant, We reserve the right to terminate or change the Program at any time and, as a consequence, (i) change, update or terminate Exams, and (ii) revoke or retire Certifications at any time.
24.2 When a Certification is retired, it will no longer be available for new Candidates to earn.
25. Governing Law and Venue
The Candidate’s domicile will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below.
Candidate Domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581 | Laws of England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | Laws of England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Camunda Partner Portal Terms and Conditions
Effective April 10th 2024
DownloadTable of Contents
1. Acceptance of Terms
THESE PARTNER PORTAL TERMS AND CONDITIONS (THE “AGREEMENT”) CONSTITUTE A CONTRACT BETWEEN CAMUNDA AND ITS AFFILIATES (“CAMUNDA”) AND YOU (“PARTNER”, “YOU”, “YOUR”). CAMUNDA AND THE PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”
BY ACCESSING AND USING THE CAMUNDA PARTNER PORTAL IN ANY MANNER, PARTNER ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF PARTNER DOES NOT UNCONDITIONALLY ACCEPT THE CAMUNDA PARTNER PORTAL TERMS IN THEIR ENTIRETY, PARTNER SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE CAMUNDA PARTNER PORTAL. IF THE CAMUNDA PARTNER PORTAL TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE CAMUNDA PORTAL SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER” YOU WILL BE GRANTED ACCESS TO CAMUNDA PARTNER PORTAL, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
2. Key Definitions
CCPA or California Consumer Privacy Act means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq.
GDPR or General Data Protection Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
Joint Controller shall have the same meaning as set forth in Art. 26 GDPR.
Portal means the online Camunda Partner Portal made available at https://connect.camunda.com/.
Partner Content means all information or data or any content submitted by Partner directly or indirectly to or made available to Camunda through the use of the Camunda Partner Portal.
Partner Agreement means any written agreement between Partner and Camunda establishing a partnership or business collaboration between the parties.
Personal Data shall have the same meaning as set forth in Art. 4(1) GDPR.
3. Access
4. Confidentiality
5. Data Protection
Partner agrees and acknowledges that if Personal Data is uploaded to the Portal, both Partner and Camunda, act or are deemed to act as Joint Controllers and are bound by the Joint Controller Agreement in Appendix A.
Any information that Partner provides to Camunda through the Portal, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information ("Personal Data"), will be collected, maintained and used in accordance with these Terms and our Privacy Policy located at Privacy Policy (the "Privacy Policy"). Camunda is permitted to collect, host, store, process and otherwise use (as set forth in these Terms and the Privacy Policy) Personal Data for the purposes of operating the Partner Portal. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Allbound, Inc., with offices at 3411 Pierce Dr. Chamblee, Georgia, 30341 USA) for the purposes of hosting the Portal.
6. Acceptable Use
In accessing the Portal, Partner shall:
- be responsible to comply with the terms and conditions of this Agreement;
- be solely responsible for the accuracy, completeness, quality and ensure that any Partner Content submitted does not infringe any third party rights;
- use commercially reasonable efforts to prevent unauthorized access to or use of the Portal, including keeping passwords and usernames confidential and not permitting any third-party to access or use Partner’s username; password, or account for the Portal;
- be solely responsible and liable for all activity conducted through Partner’s account in connection with the Portal;
- promptly notify Camunda if Partner becomes aware of or reasonably suspect any security breach relating in any way to the Portal, including any loss, theft, or unauthorized disclosure or use of Partner’s username, password, or account; and
- otherwise access in connection with Partner’s use thereof, the Portal only in accordance with applicable laws and government regulations.
- use the Portal to store or transmit any content, including Partner-Content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Portal, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Portal; and
- authorize, permit, or encourage any third-party to do any of the above.
7. Deal Registration
- A Referral Lead, where the client engages in a direct contract with Camunda for the Camunda Enterprise Edition platform, and the Partner co-engages or;
- A Reselling Lead, where the Partner resells the Camunda Enterprise Edition platform to the prospective customer.
8. Intellectual Property Rights
9. Indemnification
10. No Warranty
11. Limitation of Liability
12. Governing law
13. Term and termination
14. Miscellaneous
Appendix A
Joint Controller Agreement
1. Scope of this Agreement
(2) Terms not otherwise defined herein, including but not limited to the terms “Agreement”, “controller”, “joint controllers” “data subject”, “Personal Data”, “processing”, “personal data breach” and “supervisory authority” shall have the meaning as set forth in the Agreement or the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“General Data Protection Regulation” or “GDPR”).
(3) This JCA applies to the sharing of Personal Data and data processing activities for purposes related to the Partner’s Partner Agreement. The Parties have jointly determined the purposes and means of processing Personal Data in accordance with Art. 26 GDPR in the Partner Agreement, the Agreement and this Joint Controller Agreement.
(4) The Parties determine that any Personal Data shared, provided or made available between the Parties for purposes related to the Partner’s Partner Agreement, including but not limited to Partner Content and Camunda Content that qualifies as Personal Data, is processed under a joint controllership (Article 26 GDPR). This data may be processed in the Portal, Camunda’s CRM and Partner’s CRM and other platforms that are used to perform the Partner Agreement.
(5) For the other sections of processing, where the Parties do not jointly determine the purposes and means of data processing, each Party is a controller pursuant to Article 4 No. 7 GDPR. As far as the Parties are joint controllers pursuant to Article 26 GDPR, it is agreed as follows:
2. Competences and Responsibilities
3. General Compliance, TOMs, special categories of Personal Data
(2) The parties shall take all necessary technical and organisational measures to ensure that the rights of data subjects, in particular those pursuant to Articles 12 to 22 GDPR, are guaranteed at all times within the statutory time limits.
(3) Each Party shall ensure that only Personal Data which is necessary for the legitimate conduct of processing and no categories of Personal Data pursuant to Art. 9, 10 GDPR are uploaded the Portal. Moreover, both Parties agree to observe the principle of data minimisation within the meaning of Article 5 (1) lit. c) GDPR.
(4) The parties shall inform each other without undue delay if they notice errors or infringements regarding data protection provisions during the examination of the processing activities.
4. Information of Data Subjects, Requests of Data Subject
5. Information of supervisory authorities
6. International Data Transfers
7. Documentation
8. Liability
Effective July 19th 2023 to April 10th 2024
DownloadTable of Contents
1. Acceptance of Terms
THESE PARTNER PORTAL TERMS AND CONDITIONS (THE “AGREEMENT”) CONSTITUTE A CONTRACT BETWEEN CAMUNDA AND ITS AFFILIATES (“CAMUNDA”) AND YOU (“PARTNER”, “YOU”, “YOUR”). CAMUNDA AND THE PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”
BY ACCESSING AND USING THE CAMUNDA PARTNER PORTAL IN ANY MANNER, PARTNER ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF PARTNER DOES NOT UNCONDITIONALLY ACCEPT THE CAMUNDA PARTNER PORTAL TERMS IN THEIR ENTIRETY, PARTNER SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE CAMUNDA PARTNER PORTAL. IF THE CAMUNDA PARTNER PORTAL TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE CAMUNDA PORTAL SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER” YOU WILL BE GRANTED ACCESS TO CAMUNDA PARTNER PORTAL, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
2. Key Definitions
CCPA or California Consumer Privacy Act means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq.
GDPR or General Data Protection Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
Joint Controller shall have the same meaning as set forth in Art. 26 GDPR.
Portal means the online Camunda Partner Portal made available at (insert web address).
Partner Content means all information or data or any content submitted by Partner directly or indirectly to or made available to Camunda through the use of the Camunda Partner Portal.
Partner Agreement means any written agreement between Partner and Camunda establishing a partnership or business collaboration between the parties.
Personal Data shall have the same meaning as set forth in Art. 4(1) GDPR.
3. Access
4. Confidentiality
5. Data Protection
Partner agrees and acknowledges that if Personal Data is uploaded to the Portal, both Partner and Camunda, act or are deemed to act as Joint Controllers and are bound by the Joint Controller Agreement in Appendix A.
Any information that Partner provides to Camunda through the Portal, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information ("Personal Data"), will be collected, maintained and used in accordance with these Terms and our Privacy Policy located at Privacy Policy (the "Privacy Policy"). Camunda is permitted to collect, host, store, process and otherwise use (as set forth in these Terms and the Privacy Policy) Personal Data for the purposes of operating the Partner Portal. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Allbound, Inc., with offices at 3411 Pierce Dr. Chamblee, Georgia, 30341 USA) for the purposes of hosting the Portal.
6. Acceptable Use
In accessing the Portal, Partner shall:
- be responsible to comply with the terms and conditions of this Agreement;
- be solely responsible for the accuracy, completeness, quality and ensure that any Partner Content submitted does not infringe any third party rights;
- use commercially reasonable efforts to prevent unauthorized access to or use of the Portal, including keeping passwords and usernames confidential and not permitting any third-party to access or use Partner’s username; password, or account for the Portal;
- be solely responsible and liable for all activity conducted through Partner’s account in connection with the Portal;
- promptly notify Camunda if Partner becomes aware of or reasonably suspect any security breach relating in any way to the Portal, including any loss, theft, or unauthorized disclosure or use of Partner’s username, password, or account; and
- otherwise access in connection with Partner’s use thereof, the Portal only in accordance with applicable laws and government regulations.
- use the Portal to store or transmit any content, including Partner-Content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Portal, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Portal; and
- authorize, permit, or encourage any third-party to do any of the above.
7. Deal Registration
- A Referral Lead, where the client engages in a direct contract with Camunda for the Camunda Enterprise Edition platform, and the Partner co-engages or;
- A Reselling Lead, where the Partner resells the Camunda Enterprise Edition platform to the prospective customer.
8. Intellectual Property Rights
9. Indemnification
10. No Warranty
11. Limitation of Liability
12. Governing law
13. Term and termination
14. Miscellaneous
Appendix A
Joint Controller Agreement
1. Scope of this Agreement
(2) Terms not otherwise defined herein, including but not limited to the terms “Agreement”, “controller”, “joint controllers” “data subject”, “Personal Data”, “processing”, “personal data breach” and “supervisory authority” shall have the meaning as set forth in the Agreement or the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“General Data Protection Regulation” or “GDPR”).
(3) This JCA applies to the sharing of Personal Data and data processing activities for purposes related to the Partner’s Partner Agreement. The Parties have jointly determined the purposes and means of processing Personal Data in accordance with Art. 26 GDPR in the Partner Agreement, the Agreement and this Joint Controller Agreement.
(4) The Parties determine that any Personal Data shared, provided or made available between the Parties for purposes related to the Partner’s Partner Agreement, including but not limited to Partner Content and Camunda Content that qualifies as Personal Data, is processed under a joint controllership (Article 26 GDPR). This data may be processed in the Portal, Camunda’s CRM and Partner’s CRM and other platforms that are used to perform the Partner Agreement.
(5) For the other sections of processing, where the Parties do not jointly determine the purposes and means of data processing, each Party is a controller pursuant to Article 4 No. 7 GDPR. As far as the Parties are joint controllers pursuant to Article 26 GDPR, it is agreed as follows:
2. Competences and Responsibilities
3. General Compliance, TOMs, special categories of Personal Data
(2) The parties shall take all necessary technical and organisational measures to ensure that the rights of data subjects, in particular those pursuant to Articles 12 to 22 GDPR, are guaranteed at all times within the statutory time limits.
(3) Each Party shall ensure that only Personal Data which is necessary for the legitimate conduct of processing and no categories of Personal Data pursuant to Art. 9, 10 GDPR are uploaded the Portal. Moreover, both Parties agree to observe the principle of data minimisation within the meaning of Article 5 (1) lit. c) GDPR.
(4) The parties shall inform each other without undue delay if they notice errors or infringements regarding data protection provisions during the examination of the processing activities.
4. Information of Data Subjects, Requests of Data Subject
5. Information of supervisory authorities
6. International Data Transfers
7. Documentation
8. Liability
Effective June 13th 2023 to July 19th 2023
DownloadTable of Contents
1. Acceptance of Terms
THESE PARTNER PORTAL TERMS AND CONDITIONS (THE “AGREEMENT”) CONSTITUTE A CONTRACT BETWEEN CAMUNDA AND ITS AFFILIATES (“CAMUNDA”) AND YOU (“PARTNER”, “YOU”, “YOUR”). CAMUNDA AND THE PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”
BY ACCESSING AND USING THE CAMUNDA PARTNER PORTAL IN ANY MANNER, PARTNER ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF PARTNER DOES NOT UNCONDITIONALLY ACCEPT THE CAMUNDA PARTNER PORTAL TERMS IN THEIR ENTIRETY, PARTNER SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE CAMUNDA PARTNER PORTAL. IF THE CAMUNDA PARTNER PORTAL TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE CAMUNDA PORTAL SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER” YOU WILL BE GRANTED ACCESS TO CAMUNDA PARTNER PORTAL, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
2. Key Definitions
CCPA or California Consumer Privacy Act means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq.
GDPR or General Data Protection Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
Joint Controller shall have the same meaning as set forth in Art. 26 GDPR.
Portal means the online Camunda Partner Portal made available at (insert web address).
Partner Content means all information or data or any content submitted by Partner directly or indirectly to or made available to Camunda through the use of the Camunda Partner Portal.
Partner Agreement means any written agreement between Partner and Camunda establishing a partnership or business collaboration between the parties.
Personal Data shall have the same meaning as set forth in Art. 4(1) GDPR.
3. Access
4. Confidentiality
5. Data Protection
Partner agrees and acknowledges that if Personal Data is uploaded to the Portal, both Partner and Camunda, act or are deemed to act as Joint Controllers and are bound by the Joint Controller Agreement in Appendix A.
Any information that Partner provides to Camunda through the Portal, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information ("Personal Data"), will be collected, maintained and used in accordance with these Terms and our Privacy Policy located at Privacy Policy (the "Privacy Policy"). Camunda is permitted to collect, host, store, process and otherwise use (as set forth in these Terms and the Privacy Policy) Personal Data for the purposes of operating the Partner Portal. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Allbound, Inc., with offices at 3411 Pierce Dr. Chamblee, Georgia, 30341 USA) for the purposes of hosting the Portal.
6. Acceptable Use
In accessing the Portal, Partner shall:
- be responsible to comply with the terms and conditions of this Agreement;
- be solely responsible for the accuracy, completeness, quality and ensure that any Partner Content submitted does not infringe any third party rights;
- use commercially reasonable efforts to prevent unauthorized access to or use of the Portal, including keeping passwords and usernames confidential and not permitting any third-party to access or use Partner’s username; password, or account for the Portal;
- be solely responsible and liable for all activity conducted through Partner’s account in connection with the Portal;
- promptly notify Camunda if Partner becomes aware of or reasonably suspect any security breach relating in any way to the Portal, including any loss, theft, or unauthorized disclosure or use of Partner’s username, password, or account; and
- otherwise access in connection with Partner’s use thereof, the Portal only in accordance with applicable laws and government regulations.
- use the Portal to store or transmit any content, including Partner-Content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Portal, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Portal; and
- authorize, permit, or encourage any third-party to do any of the above.
7. Deal Registration
- A Referral Lead, where the client engages in a direct contract with Camunda for the Camunda Enterprise Edition platform, and the Partner co-engages or;
- A Reselling Lead, where the Partner resells the Camunda Enterprise Edition platform to the prospective customer.
8. Intellectual Property Rights
9. Indemnification
10. No Warranty
11. Limitation of Liability
12. Governing law
13. Term and termination
14. Miscellaneous
Appendix A
Joint Controller Agreement
1. Scope of this Agreement
(2) Terms not otherwise defined herein, including but not limited to the terms “Agreement”, “controller”, “joint controllers” “data subject”, “Personal Data”, “processing”, “personal data breach” and “supervisory authority” shall have the meaning as set forth in the Agreement or the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“General Data Protection Regulation” or “GDPR”).
(3) This JCA applies to the sharing of Personal Data and data processing activities for purposes related to the Partner’s Partner Agreement. The Parties have jointly determined the purposes and means of processing Personal Data in accordance with Art. 26 GDPR in the Partner Agreement, the Agreement and this Joint Controller Agreement.
(4) The Parties determine that any Personal Data shared, provided or made available between the Parties for purposes related to the Partner’s Partner Agreement, including but not limited to Partner Content and Camunda Content that qualifies as Personal Data, is processed under a joint controllership (Article 26 GDPR). This data may be processed in the Portal, Camunda’s CRM and Partner’s CRM and other platforms that are used to perform the Partner Agreement.
(5) For the other sections of processing, where the Parties do not jointly determine the purposes and means of data processing, each Party is a controller pursuant to Article 4 No. 7 GDPR. As far as the Parties are joint controllers pursuant to Article 26 GDPR, it is agreed as follows:
2. Competences and Responsibilities
3. General Compliance, TOMs, special categories of Personal Data
(2) The parties shall take all necessary technical and organisational measures to ensure that the rights of data subjects, in particular those pursuant to Articles 12 to 22 GDPR, are guaranteed at all times within the statutory time limits.
(3) Each Party shall ensure that only Personal Data which is necessary for the legitimate conduct of processing and no categories of Personal Data pursuant to Art. 9, 10 GDPR are uploaded the Portal. Moreover, both Parties agree to observe the principle of data minimisation within the meaning of Article 5 (1) lit. c) GDPR.
(4) The parties shall inform each other without undue delay if they notice errors or infringements regarding data protection provisions during the examination of the processing activities.
4. Information of Data Subjects, Requests of Data Subject
5. Information of supervisory authorities
6. International Data Transfers
7. Documentation
8. Liability
Effective March 16th 2023 to June 13th 2023
DownloadTable of Contents
1. Acceptance of Terms
THESE PARTNER PORTAL TERMS AND CONDITIONS (THE “AGREEMENT”) CONSTITUTE A CONTRACT BETWEEN CAMUNDA AND ITS AFFILIATES (“CAMUNDA”) AND YOU (“PARTNER”, “YOU”, “YOUR”). CAMUNDA AND THE PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”
BY ACCESSING AND USING THE CAMUNDA PARTNER PORTAL IN ANY MANNER, PARTNER ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF PARTNER DOES NOT UNCONDITIONALLY ACCEPT THE CAMUNDA PARTNER PORTAL TERMS IN THEIR ENTIRETY, PARTNER SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE CAMUNDA PARTNER PORTAL. IF THE CAMUNDA PARTNER PORTAL TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE CAMUNDA PORTAL SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER” YOU WILL BE GRANTED ACCESS TO CAMUNDA PARTNER PORTAL, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
2. Key Definitions
CCPA or California Consumer Privacy Act means the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq.
GDPR or General Data Protection Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
Joint Controller shall have the same meaning as set forth in Art. 26 GDPR.
Portal means the online Camunda Partner Portal made available at (insert web address).
Partner Content means all information or data or any content submitted by Partner directly or indirectly to or made available to Camunda through the use of the Camunda Partner Portal.
Partner Agreement means any written agreement between Partner and Camunda establishing a partnership or business collaboration between the parties.
Personal Data shall have the same meaning as set forth in Art. 4(1) GDPR.
3. Access
4. Confidentiality
5. Data Protection
Partner agrees and acknowledges that if Personal Data is uploaded to the Portal, both Partner and Camunda, act or are deemed to act as Joint Controllers and are bound by the Joint Controller Agreement in Appendix A.
Any information that Partner provides to Camunda through the Portal, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information ("Personal Data"), will be collected, maintained and used in accordance with these Terms and our Privacy Policy located at Privacy Policy (the "Privacy Policy"). Camunda is permitted to collect, host, store, process and otherwise use (as set forth in these Terms and the Privacy Policy) Personal Data for the purposes of operating the Partner Portal. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Allbound, Inc., with offices at 3411 Pierce Dr. Chamblee, Georgia, 30341 USA) for the purposes of hosting the Portal.
6. Acceptable Use
In accessing the Portal, Partner shall:
- be responsible to comply with the terms and conditions of this Agreement;
- be solely responsible for the accuracy, completeness, quality and ensure that any Partner Content submitted does not infringe any third party rights;
- use commercially reasonable efforts to prevent unauthorized access to or use of the Portal, including keeping passwords and usernames confidential and not permitting any third-party to access or use Partner’s username; password, or account for the Portal;
- be solely responsible and liable for all activity conducted through Partner’s account in connection with the Portal;
- promptly notify Camunda if Partner becomes aware of or reasonably suspect any security breach relating in any way to the Portal, including any loss, theft, or unauthorized disclosure or use of Partner’s username, password, or account; and
- otherwise access in connection with Partner’s use thereof, the Portal only in accordance with applicable laws and government regulations.
- use the Portal to store or transmit any content, including Partner-Content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
- attempt to gain unauthorized access to the Portal, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Portal; and
- authorize, permit, or encourage any third-party to do any of the above.
7. Deal Registration
- A Referral Lead, where the client engages in a direct contract with Camunda for the Camunda Enterprise Edition platform, and the Partner co-engages or;
- A Reselling Lead, where the Partner resells the Camunda Enterprise Edition platform to the prospective customer.
8. Intellectual Property Rights
9. Indemnification
10. No Warranty
11. Limitation of Liability
12. Governing law
13. Term and termination
14. Miscellaneous
Appendix A
Joint Controller Agreement
1. Scope of this Agreement
(2) Terms not otherwise defined herein, including but not limited to the terms “Agreement”, “controller”, “joint controllers” “data subject”, “Personal Data”, “processing”, “personal data breach” and “supervisory authority” shall have the meaning as set forth in the Agreement or the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“General Data Protection Regulation” or “GDPR”).
(3) This JCA applies to the sharing of Personal Data and data processing activities for purposes related to the Partner’s Partner Agreement. The Parties have jointly determined the purposes and means of processing Personal Data in accordance with Art. 26 GDPR in the Partner Agreement, the Agreement and this Joint Controller Agreement.
(4) The Parties determine that any Personal Data shared, provided or made available between the Parties for purposes related to the Partner’s Partner Agreement, including but not limited to Partner Content and Camunda Content that qualifies as Personal Data, is processed under a joint controllership (Article 26 GDPR). This data may be processed in the Portal, Camunda’s CRM and Partner’s CRM and other platforms that are used to perform the Partner Agreement.
(5) For the other sections of processing, where the Parties do not jointly determine the purposes and means of data processing, each Party is a controller pursuant to Article 4 No. 7 GDPR. As far as the Parties are joint controllers pursuant to Article 26 GDPR, it is agreed as follows:
2. Competences and Responsibilities
3. General Compliance, TOMs, special categories of Personal Data
(2) The parties shall take all necessary technical and organisational measures to ensure that the rights of data subjects, in particular those pursuant to Articles 12 to 22 GDPR, are guaranteed at all times within the statutory time limits.
(3) Each Party shall ensure that only Personal Data which is necessary for the legitimate conduct of processing and no categories of Personal Data pursuant to Art. 9, 10 GDPR are uploaded the Portal. Moreover, both Parties agree to observe the principle of data minimisation within the meaning of Article 5 (1) lit. c) GDPR.
(4) The parties shall inform each other without undue delay if they notice errors or infringements regarding data protection provisions during the examination of the processing activities.
4. Information of Data Subjects, Requests of Data Subject
5. Information of supervisory authorities
6. International Data Transfers
7. Documentation
8. Liability
Camunda 7 Trial Terms
Effective January 29th 2024
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
- Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
- Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
- Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay,#33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
- The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective October 31st 2023 to January 29th 2024
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
- Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
- Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
- Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay,#33-03 Hong Leong Building, Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
- The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective September 13th 2023 to October 31st 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
- Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
- Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
- Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
- The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective July 19th 2023 to September 13th 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
- Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
- Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
- Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
- The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective June 13th 2023 to July 19th 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
- Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, parners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
- Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
- Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
- The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective February 24th 2023 to June 13th 2023
DownloadTable of Contents
1. Grant of Rights; Restrictions; Feedback
- Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
- Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
- Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
- Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
- Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
- Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
- Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
- Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
- The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
- Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
- The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
5. Limitation of Liability
- NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
- You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
- Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
- Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
- Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
8. Export Regulations
9. Data Privacy and Security
10. Miscellaneous
- All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
- This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
- No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
- If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
- This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
- Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
Customer domicile | Camunda entity entering into this Agreement | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA | Laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (excluding Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
12. Regional Terms
- With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
- The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section. - The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied. - The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information. - Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software. - Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
- The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY. - Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Camunda Terms of Use for the Marketplace for Solution Acceleration Resources
Effective April 11th 2024
DownloadTable of Contents
1. Access to Solution Acceleration Resources
2. License
3. Usage Fee
4. User's Responsibilities
5. Partner's or Independent Third-Party Developers' Responsibilities
6. Privacy Statement
7. Export
8. Modification of Terms
9. Certification Program for Camunda´s partners or independent third-party developers
10. Disclaimer of Warranties
11. Limitation of Liability
12. Governing Law
Effective September 12th 2023 to April 11th 2024
DownloadTable of Contents
1. Access to Solution Acceleration Resources
2. License
3. Usage Fee
4. User's Responsibilities
5. Partner's or Independent Third-Party Developers' Responsibilities
6. Privacy Statement
7. Modification of Terms
8. Disclaimer of Warranties
9. Limitation of Liability
10. Governing Law
Online Minimum Terms
Effective November 11th 2024
DownloadTable of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Section 2.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of these Minimum Terms and, in particular, with the timely payment of all applicable fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting Services expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
7. Liability
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9. Miscellaneous
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
- Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
- Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
- Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
- Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
- Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
- Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile | Camunda entity bound by the Minimum Terms | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc 101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA. | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
“7. Liability
7.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
7.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre- existing deficiencies in the Software is excluded.
7.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
- Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
- Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
- Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
- updates to Clusters initiated by Customer;
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
3. Restrictions
4. Availability and Maintenance Work
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99% | Availability Service Credit |
Less than 99% but equal to or greater than 98.5% | 1.5% |
Less than 98.5% but equal to or greater than 98.0% | 3% |
Less than 98.0% | 4.5% |
Standard Hosting Package:
Availability Target 99.5% | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.25% | 3% |
Less than 99.25% but equal to or greater than 99.0% | 4.5% |
Less than 99.0% | 6% |
Advanced Hosting Package:
Availability Target 99.9% | Availability Service Credit |
Less than 99.9% but equal to or greater than 99.8% | 4.5% |
Less than 99.8% but equal to or greater than 99.7% | 6% |
Less than 99.7% | 7.5% |
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective November 4th 2024 to November 11th 2024
DownloadTable of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Section 2.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of these Minimum Terms and, in particular, with the timely payment of all applicable fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting Services expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
7. Liability
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9. Miscellaneous
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
- Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
- Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
- Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
- Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
- Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
- Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile | Camunda entity bound by the Minimum Terms | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc 475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA. | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
“7. Liability
7.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
7.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre- existing deficiencies in the Software is excluded.
7.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
- Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
- Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
- Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
- updates to Clusters initiated by Customer;
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
3. Restrictions
4. Availability and Maintenance Work
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99% | Availability Service Credit |
Less than 99% but equal to or greater than 98.5% | 1.5% |
Less than 98.5% but equal to or greater than 98.0% | 3% |
Less than 98.0% | 4.5% |
Standard Hosting Package:
Availability Target 99.5% | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.25% | 3% |
Less than 99.25% but equal to or greater than 99.0% | 4.5% |
Less than 99.0% | 6% |
Advanced Hosting Package:
Availability Target 99.9% | Availability Service Credit |
Less than 99.9% but equal to or greater than 99.8% | 4.5% |
Less than 99.8% but equal to or greater than 99.7% | 6% |
Less than 99.7% | 7.5% |
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective October 28th 2024 to November 4th 2024
DownloadTable of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Section 2.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
- answering questions or giving recommendations for action regarding the practical application of the Software; or
- outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of these Minimum Terms and, in particular, with the timely payment of all applicable fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting Services expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
7. Liability
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9. Miscellaneous
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
- Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
- Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
- Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
- Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
- Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
- Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile | Camunda entity bound by the Minimum Terms | Governing law | Venue |
The United States of America, Canada and Mexico | Camunda, Inc 475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA. | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
APAC | Camunda Pte Ltd 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 | England and Wales, excluding both CISG and conflict of laws provisions | Singapore |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
“7. Liability
7.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
7.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre- existing deficiencies in the Software is excluded.
7.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
- Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Availability Times | Response Times | Reporting Method |
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
- Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
- Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
- updates to Clusters initiated by Customer;
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
- In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
- During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
- From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
- Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section..
4. Availability and Maintenance Work
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
- Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99% | Availability Service Credit |
Less than 99% but equal to or greater than 98.5% | 1.5% |
Less than 98.5% but equal to or greater than 98.0% | 3% |
Less than 98.0% | 4.5% |
Standard Hosting Package:
Availability Target 99.5% | Availability Service Credit |
Less than 99.5% but equal to or greater than 99.25% | 3% |
Less than 99.25% but equal to or greater than 99.0% | 4.5% |
Less than 99.0% | 6% |
Advanced Hosting Package:
Availability Target 99.9% | Availability Service Credit |
Less than 99.9% but equal to or greater than 99.8% | 4.5% |
Less than 99.8% but equal to or greater than 99.7% | 6% |
Less than 99.7% | 7.5% |
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective August 23rd 2024 to October 28th 2024
DownloadTable of Contents
Any sale of the Software and the Services to you (“Customer”, “You”, “Your”) by Your reseller (the “Reseller”) shall be solely pursuant to a written agreement between You and Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the Order Form incorporates a link to this version of the Minimum Terms (the “Minimum Terms”), which, for the avoidance of doubt, represents the version in force at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that such a version of the Minimum Terms is the version binding and effective on You. You further acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to sell the Software and the Services to You.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services that you purchased through the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Additional Consulting Services means all Consulting Services provided by Camunda that are not Remote Consulting Services and not part of the Subscription. Customer may order Additional Consulting Services with the same Order Form as the Subscription or with an additional Order Form or quote.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 8.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which provides access to certain Additional Consulting Services.
Camunda Platform means, as the context requires, either Camunda Platform Saas or Camunda Platform Self-Managed.
Camunda Platform SaaS means the Camunda Platform edition hosted by Camunda as software as a service. [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Camunda Platform Self-Managed means the self-managed edition of Camunda Platform as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means Remote Consulting Services as described in Schedule 2 to the Minimum Terms “Remote Consulting Services” or Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda Platform SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at docs.camunda.io.
Downtime has the meaning ascribed to it in Schedule 5 to these Minimum Terms “Camunda Platform SaaS” [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda Platform SaaS Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the applicable Order Form. Additional Named Support Contacts may be purchased separately at any time via a new Order Form. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Order Form means the order form, purchase order or any other applicable ordering document, irrespective of the name of such document, pursuant to which the Customer, either directly or through an agent, purchases a Subscription and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community Licenshub.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt), or the bmpn.io licenspmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services mean Support and Maintenance Services and Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of each Subscription whereas Additional Consulting Services may be ordered with the same Order Form as the Subscription or an additional Order Form or quote.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms “Support and Maintenance Services” and agreed upon between the Parties in the applicable Order Form.
Software means the Components that are part of Camunda Platform, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms “Support and Maintenance Services”.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metrics are either organized in tiers and cover Process Instances, Decision Instances and Task Users or determined by the sale or licensing of Solution Packages to End-Customers. The Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms “Support and Maintenance Services”. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda offers help and guidance with certain technical issues not otherwise covered by Support and Maintenance Services. The terms and conditions of such Remote Consulting Services are described in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
During a Subscription Term, the Customer may have access to Camunda Academy. The Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy.
The Customer may purchase Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”. The Additional Consulting Services are not part of the Subscription.
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 6 ( Liability).
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS “SUPPORT AND MAINTENANCE SERVICES”, THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) outside the Permitted Usage or the agreed upon SLA or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
Except to the extent authorized in writing by the Disclosing Party (including in these Minimum Terms), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any Third Party other than Affiliates. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Upon expiration or termination of these Minimum Terms for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End-Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an Exhibit to these Minimum Terms or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
4. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes a copyright, trade secret or U.S., E.U., or Japanese patent of any Third Party.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
5. Warranty
6. Liability
6.1 Excluded Damages
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
6.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
6.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
7. Export, Human Rights, and Anti-Corruption
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8. Miscellaneous
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
Except as provided for in this Section, Camunda shall not subcontract all or part of its obligations under these Minimum Terms or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of these Minimum Terms to the contrary, Customer understands and agrees that Services under these Minimum Terms may be provided in whole or in part by employees or contractors of the signing Camunda entity or a related Camunda entity. Consequently, Camunda shall be permitted to subcontract all or part of its Services obligations under these Minimum Terms or any Order Form to any Camunda Affiliate without the requirement of prior approval by Customer; provided, however, that Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of these Minimum Terms and (if applicable) the Order Form, by any such Camunda Affiliate.
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next following business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized representative of each Party.
Either Party to these Minimum Terms may publicize the existence of the business relationship established by these Minimum Terms in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Subject to the other Party’s approval of any release, which approval will not be unreasonably withheld, Camunda and Customer agree to issue a joint press release within thirty (30) days of execution of the Order Form (or sooner if mutually agreed). Customer agrees to provide an executive level quote for such press release. Despite the foregoing, neither party may disclose the specific terms of these Minimum Terms, except as required by applicable law.
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
| Camunda entity bound by the Minimum Terms | Governing law | Venue |
---|---|---|---|
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
9. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
9.1 The United States of America, Canada and Mexico
Two new Sections, Sections 8.10 (High Risk Activities) and 8.11 (U.S. Government), are added:
8.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
8.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.
9.2 Germany, Austria, Switzerland
9.2.1Section 3.1 (Definition) is replaced as follows:
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
9.2.2Section 6 (Liability) is replaced as follows:
6. Liability
6.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
6.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded.
6.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
9.2.3The last sentence of Section 8.1 (Assignment) is deleted.
Schedule 1 to the Minimum Terms “Support and Maintenance Services”
Terms not defined in this Schedule 1 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
- Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Availability Times | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Availability Times | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Schedule 2 to the Minimum Terms “Remote Consulting Services”
Terms not defined in this Schedule 2 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
1. Scope
Subject to Customer's compliance with the Minimum Terms, in particular the timely payment of all applicable Fees, Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for an annual quota of Remote Consulting Services hours as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care.
“Remote Consulting Services” means any services provided hereunder and which do not fall within the scope of Support and Maintenance Services. In particular, these include Help Requests which contain queries that go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.,
- answering questions or giving recommendations for action regarding the practical application of the Software, or
- outlining examples of successful best practices from other Customer projects.
If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term the unused Consulting hours expire without any refund.
2. Availability of the consultant
Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Schedule 3 to the Minimum Terms “Additional Consulting Services”
1. Provision of Additional Consulting Services
1.1 If Customer exceeds the maximum number of participants stated in a quote or Order Form, Camunda reserves the right to invoice the additional participants separately.
1.2 If the quote or Order Form specifies a period of performance, the Additional Consulting Services must be used during that period; unused Additional Consulting Services that were not used within the period of performance expire without replacement or refund.
1.3 If Customer purchases Remote Consulting Services Hours, the terms and conditions of Schedule 2 to the Minimum Terms “Remote Consulting Services” will apply conclusively to these Remote Consulting Services hours.
1.4 Customer has no rights to record, reproduce any materials, or distribute any materials to any Third Party, for any purpose, without the consent of Camunda.
2. Delivery and Performance of the Additional Consulting Services
2.1 Additional Consulting Services may be delivered as on-site or remote and for cost or free of charge. The Additional Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Additional Consulting Services during the term), or the provision of other Camunda products or services.
2.2 All Additional Consulting Services are performed by knowledgeable and experienced industry professionals selected by Camunda. If the industry professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative Consultant or suggest an alternate date. If the Customer reasonably objects to the alternative Consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case Camunda waives its right to claim for compensation. If the Customer purchases multiple Additional Consulting Services, this rule shall only apply to the respective Additional Consulting Services.
2.3 During a Subscription Term, the Customer may register for, and have access to, certain Additional Consulting Services via Camunda Academy. In such a case, the Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy and use of the respective Additional Consulting Services.
Schedule 4 to the Minimum Terms “Camunda Platform Self-Managed”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform Self-Managed Subscription]
This Schedule 4 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform Self-Managed Subscription. In case of a conflict between this Schedule 4 and any other clause of the Minimum Terms, the terms of this Schedule 4 will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Platform Self-Managed
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) than the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users (or any other Usage Metric as defined in the applicable Order Form). At the end of each Subscription year, Customer will count the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) and report the number within twenty-one (21) days to Camunda via email.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of the Minimum Terms and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions of the Minimum Terms. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Platform Self-Managed Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Platform Self-Managed and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform Self-Managed and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 5 to the Minimum Terms “Camunda Platform SaaS”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform SaaS Subscription]
This Schedule 5 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform SaaS Subscription. In case of a conflict between this Schedule 5 and any other clause of the Minimum Terms, the terms of this Schedule 5 will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda Platform SaaS.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 9 (“Availability Targets and Availability Service Credits”) of this Schedule.
Cluster means a deployment of Automation Components for Camunda Platform SaaS.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- Suspension of Customer’s use of Camunda Platform SaaS in accordance with the Minimum Terms;
- Customer’s use of Camunda Platform SaaS outside the Hosting Packages;
- Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda Platform SaaS as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
- updates to Clusters initiated by Customer;
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda Platform SaaS by Camunda in order to improve Camunda Platform SaaS and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda Platform SaaS which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual Fee agreed between Camunda and the Reseller for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda Platform SaaS and Alpha Offerings
- In order to use Camunda Platform SaaS and the Services, Customer must register for a Camunda Platform SaaS Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the Minimum Terms and its other Schedules, any notifications regarding Camunda Platform SaaS or the Services will be sent to the email address registered with this Account.
- During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda Platform SaaS within the License Scope, the Usage Metrics and the Hosting Packages.
- From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda Platform SaaS. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
- Customer shall not: (i) execute or attempt to execute any Malware in Camunda Platform SaaS or use or attempt to use Camunda Platform SaaS to transmit Malware; (ii) use Camunda Platform SaaS to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda Platform SaaS to compete against Camunda; (iv) use Camunda Platform SaaS for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda Platform SaaS through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda Platform SaaS; (vii) interfere with or disrupt the integrity, security or performance of Camunda Platform SaaS or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda Platform SaaS or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda Platform SaaS or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda Platform SaaS by Camunda’s other licensees or customers.
- If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate the Minimum Terms, or the use of Camunda Platform SaaS by Customer presents a material security risk, Camunda may suspend Customer’s use of Camunda Platform SaaS until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
- Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of the Minimum Terms by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of Camunda Platform SaaS to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of the Minimum Terms.
4. Availability and Maintenance Work
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda Platform SaaS as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
- Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda Platform SaaS and the Services.
6. Telemetry Data
For the purpose of this Section, Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda Platform SaaS, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda Platform SaaS Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda Platform SaaS are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda Platform SaaS, to ensure the security, stability and functionality of Camunda Platform SaaS and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform SaaS and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (“New Versions”) of Schedule 1 to the Minimum Terms “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
Monthly Uptime Percentage | Availability Service Credit |
---|---|
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda Platform SaaS has not met the Availability Targets within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda Platform SaaS within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective February 12th 2024 to August 23rd 2024
DownloadTable of Contents
Any sale of the Software and the Services to you (“Customer”, “You”, “Your”) by Your reseller (the “Reseller”) shall be solely pursuant to a written agreement between You and Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the Order Form incorporates a link to this version of the Minimum Terms (the “Minimum Terms”), which, for the avoidance of doubt, represents the version in force at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that such a version of the Minimum Terms is the version binding and effective on You. You further acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to sell the Software and the Services to You.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services that you purchased through the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Additional Consulting Services means all Consulting Services provided by Camunda that are not Remote Consulting Services and not part of the Subscription. Customer may order Additional Consulting Services with the same Order Form as the Subscription or with an additional Order Form or quote.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 8.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which provides access to certain Additional Consulting Services.
Camunda Platform means, as the context requires, either Camunda Platform Saas or Camunda Platform Self-Managed.
Camunda Platform SaaS means the Camunda Platform edition hosted by Camunda as software as a service. [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Camunda Platform Self-Managed means the self-managed edition of Camunda Platform as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means Remote Consulting Services as described in Schedule 2 to the Minimum Terms “Remote Consulting Services” or Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda Platform SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at docs.camunda.io.
Downtime has the meaning ascribed to it in Schedule 5 to these Minimum Terms “Camunda Platform SaaS” [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda Platform SaaS Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the applicable Order Form. Additional Named Support Contacts may be purchased separately at any time via a new Order Form. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Order Form means the order form, purchase order or any other applicable ordering document, irrespective of the name of such document, pursuant to which the Customer, either directly or through an agent, purchases a Subscription and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community Licenshub.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt), or the bmpn.io licenspmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services mean Support and Maintenance Services and Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of each Subscription whereas Additional Consulting Services may be ordered with the same Order Form as the Subscription or an additional Order Form or quote.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms “Support and Maintenance Services” and agreed upon between the Parties in the applicable Order Form.
Software means the Components that are part of Camunda Platform, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms “Support and Maintenance Services”.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metrics are either organized in tiers and cover Process Instances, Decision Instances and Task Users or determined by the sale or licensing of Solution Packages to End-Customers. The Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms “Support and Maintenance Services”. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda offers help and guidance with certain technical issues not otherwise covered by Support and Maintenance Services. The terms and conditions of such Remote Consulting Services are described in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
During a Subscription Term, the Customer may have access to Camunda Academy. The Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy.
The Customer may purchase Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”. The Additional Consulting Services are not part of the Subscription.
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 6 ( Liability).
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS “SUPPORT AND MAINTENANCE SERVICES”, THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) outside the Permitted Usage or the agreed upon SLA or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
Except to the extent authorized in writing by the Disclosing Party (including in these Minimum Terms), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any Third Party other than Affiliates. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Upon expiration or termination of these Minimum Terms for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End-Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an Exhibit to these Minimum Terms or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
4. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes a copyright, trade secret or U.S., E.U., or Japanese patent of any Third Party.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
5. Warranty
6. Liability
6.1 Excluded Damages
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
6.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
6.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
7. Export, Human Rights, and Anti-Corruption
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8. Miscellaneous
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
Except as provided for in this Section, Camunda shall not subcontract all or part of its obligations under these Minimum Terms or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of these Minimum Terms to the contrary, Customer understands and agrees that Services under these Minimum Terms may be provided in whole or in part by employees or contractors of the signing Camunda entity or a related Camunda entity. Consequently, Camunda shall be permitted to subcontract all or part of its Services obligations under these Minimum Terms or any Order Form to any Camunda Affiliate without the requirement of prior approval by Customer; provided, however, that Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of these Minimum Terms and (if applicable) the Order Form, by any such Camunda Affiliate.
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next following business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized representative of each Party.
Either Party to these Minimum Terms may publicize the existence of the business relationship established by these Minimum Terms in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Subject to the other Party’s approval of any release, which approval will not be unreasonably withheld, Camunda and Customer agree to issue a joint press release within thirty (30) days of execution of the Order Form (or sooner if mutually agreed). Customer agrees to provide an executive level quote for such press release. Despite the foregoing, neither party may disclose the specific terms of these Minimum Terms, except as required by applicable law.
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
| Camunda entity bound by the Minimum Terms | Governing law | Venue |
---|---|---|---|
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada and Singapore) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
9. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
9.1 The United States of America, Canada and Mexico
Two new Sections, Sections 8.10 (High Risk Activities) and 8.11 (U.S. Government), are added:
8.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
8.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.
9.2 Germany, Austria, Switzerland
9.2.1Section 3.1 (Definition) is replaced as follows:
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
9.2.2Section 6 (Liability) is replaced as follows:
6. Liability
6.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
6.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded.
6.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
9.2.3The last sentence of Section 8.1 (Assignment) is deleted.
Schedule 1 to the Minimum Terms “Support and Maintenance Services”
Terms not defined in this Schedule 1 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
- Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Availability Times | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Availability Times | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Schedule 2 to the Minimum Terms “Remote Consulting Services”
Terms not defined in this Schedule 2 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
1. Scope
Subject to Customer's compliance with the Minimum Terms, in particular the timely payment of all applicable Fees, Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for an annual quota of Remote Consulting Services hours as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care.
“Remote Consulting Services” means any services provided hereunder and which do not fall within the scope of Support and Maintenance Services. In particular, these include Help Requests which contain queries that go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.,
- answering questions or giving recommendations for action regarding the practical application of the Software, or
- outlining examples of successful best practices from other Customer projects.
If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term the unused Consulting hours expire without any refund.
2. Availability of the consultant
Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Schedule 3 to the Minimum Terms “Additional Consulting Services”
1. Provision of Additional Consulting Services
1.1 If Customer exceeds the maximum number of participants stated in a quote or Order Form, Camunda reserves the right to invoice the additional participants separately.
1.2 If the quote or Order Form specifies a period of performance, the Additional Consulting Services must be used during that period; unused Additional Consulting Services that were not used within the period of performance expire without replacement or refund.
1.3 If Customer purchases Remote Consulting Services Hours, the terms and conditions of Schedule 2 to the Minimum Terms “Remote Consulting Services” will apply conclusively to these Remote Consulting Services hours.
1.4 Customer has no rights to record, reproduce any materials, or distribute any materials to any Third Party, for any purpose, without the consent of Camunda.
2. Delivery and Performance of the Additional Consulting Services
2.1 Additional Consulting Services may be delivered as on-site or remote and for cost or free of charge. The Additional Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Additional Consulting Services during the term), or the provision of other Camunda products or services.
2.2 All Additional Consulting Services are performed by knowledgeable and experienced industry professionals selected by Camunda. If the industry professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative Consultant or suggest an alternate date. If the Customer reasonably objects to the alternative Consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case Camunda waives its right to claim for compensation. If the Customer purchases multiple Additional Consulting Services, this rule shall only apply to the respective Additional Consulting Services.
2.3 During a Subscription Term, the Customer may register for, and have access to, certain Additional Consulting Services via Camunda Academy. In such a case, the Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy and use of the respective Additional Consulting Services.
Schedule 4 to the Minimum Terms “Camunda Platform Self-Managed”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform Self-Managed Subscription]
This Schedule 4 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform Self-Managed Subscription. In case of a conflict between this Schedule 4 and any other clause of the Minimum Terms, the terms of this Schedule 4 will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Platform Self-Managed
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) than the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users (or any other Usage Metric as defined in the applicable Order Form). At the end of each Subscription year, Customer will count the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) and report the number within twenty-one (21) days to Camunda via email.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of the Minimum Terms and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions of the Minimum Terms. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Platform Self-Managed Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Platform Self-Managed and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform Self-Managed and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 5 to the Minimum Terms “Camunda Platform SaaS”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform SaaS Subscription]
This Schedule 5 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform SaaS Subscription. In case of a conflict between this Schedule 5 and any other clause of the Minimum Terms, the terms of this Schedule 5 will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda Platform SaaS.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 9 (“Availability Targets and Availability Service Credits”) of this Schedule.
Cluster means a deployment of Automation Components for Camunda Platform SaaS.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- Suspension of Customer’s use of Camunda Platform SaaS in accordance with the Minimum Terms;
- Customer’s use of Camunda Platform SaaS outside the Hosting Packages;
- Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda Platform SaaS as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
- updates to Clusters initiated by Customer;
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda Platform SaaS by Camunda in order to improve Camunda Platform SaaS and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda Platform SaaS which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual Fee agreed between Camunda and the Reseller for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda Platform SaaS and Beta Offerings
- In order to use Camunda Platform SaaS and the Services, Customer must register for a Camunda Platform SaaS Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the Minimum Terms and its other Schedules, any notifications regarding Camunda Platform SaaS or the Services will be sent to the email address registered with this Account.
- During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda Platform SaaS within the License Scope, the Usage Metrics and the Hosting Packages.
- From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda Platform SaaS. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
- Customer shall not: (i) execute or attempt to execute any Malware in Camunda Platform SaaS or use or attempt to use Camunda Platform SaaS to transmit Malware; (ii) use Camunda Platform SaaS to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda Platform SaaS to compete against Camunda; (iv) use Camunda Platform SaaS for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda Platform SaaS through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda Platform SaaS; (vii) interfere with or disrupt the integrity, security or performance of Camunda Platform SaaS or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda Platform SaaS or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda Platform SaaS or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda Platform SaaS by Camunda’s other licensees or customers.
- If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate the Minimum Terms, or the use of Camunda Platform SaaS by Customer presents a material security risk, Camunda may suspend Customer’s use of Camunda Platform SaaS until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
- Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of the Minimum Terms by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of Camunda Platform SaaS to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of the Minimum Terms.
4. Availability and Maintenance Work
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda Platform SaaS as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
- Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda Platform SaaS and the Services.
6. Telemetry Data
For the purpose of this Section, Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda Platform SaaS, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda Platform SaaS Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda Platform SaaS are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda Platform SaaS, to ensure the security, stability and functionality of Camunda Platform SaaS and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform SaaS and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (“New Versions”) of Schedule 1 to the Minimum Terms “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
Monthly Uptime Percentage | Availability Service Credit |
---|---|
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda Platform SaaS has not met the Availability Targets within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda Platform SaaS within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective March 21st 2023 to February 12th 2024
DownloadTable of Contents
Any sale of the Software and the Services to you (“Customer”, “You”, “Your”) by Your reseller (the “Reseller”) shall be solely pursuant to a written agreement between You and Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the Order Form incorporates a link to this version of the Minimum Terms (the “Minimum Terms”), which, for the avoidance of doubt, represents the version in force at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that such a version of the Minimum Terms is the version binding and effective on You. You further acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to sell the Software and the Services to You.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services that you purchased through the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Additional Consulting Services means all Consulting Services provided by Camunda that are not Remote Consulting Services and not part of the Subscription. Customer may order Additional Consulting Services with the same Order Form as the Subscription or with an additional Order Form or quote.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 8.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which provides access to certain Additional Consulting Services.
Camunda Platform means, as the context requires, either Camunda Platform Saas or Camunda Platform Self-Managed.
Camunda Platform SaaS means the Camunda Platform edition hosted by Camunda as software as a service. [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Camunda Platform Self-Managed means the self-managed edition of Camunda Platform as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means Remote Consulting Services as described in Schedule 2 to the Minimum Terms “Remote Consulting Services” or Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda Platform SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at docs.camunda.io.
Downtime has the meaning ascribed to it in Schedule 5 to these Minimum Terms “Camunda Platform SaaS” [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda Platform SaaS Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the applicable Order Form. Additional Named Support Contacts may be purchased separately at any time via a new Order Form. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Order Form means the order form, purchase order or any other applicable ordering document, irrespective of the name of such document, pursuant to which the Customer, either directly or through an agent, purchases a Subscription and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community Licenshub.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt), or the bmpn.io licenspmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services mean Support and Maintenance Services and Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of each Subscription whereas Additional Consulting Services may be ordered with the same Order Form as the Subscription or an additional Order Form or quote.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms “Support and Maintenance Services” and agreed upon between the Parties in the applicable Order Form.
Software means the Components that are part of Camunda Platform, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms “Support and Maintenance Services”.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metrics are either organized in tiers and cover Process Instances, Decision Instances and Task Users or determined by the sale or licensing of Solution Packages to End-Customers. The Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms “Support and Maintenance Services”. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
During the applicable Subscription Term, Camunda offers help and guidance with certain technical issues not otherwise covered by Support and Maintenance Services. The terms and conditions of such Remote Consulting Services are described in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
During a Subscription Term, the Customer may have access to Camunda Academy. The Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy.
The Customer may purchase Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”. The Additional Consulting Services are not part of the Subscription.
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 6 ( Liability).
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS “SUPPORT AND MAINTENANCE SERVICES”, THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) outside the Permitted Usage or the agreed upon SLA or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
Except to the extent authorized in writing by the Disclosing Party (including in these Minimum Terms), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any Third Party other than Affiliates. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Upon expiration or termination of these Minimum Terms for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End-Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an Exhibit to these Minimum Terms or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
4. Infringement
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes a copyright, trade secret or U.S., E.U., or Japanese patent of any Third Party.
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
5. Warranty
6. Liability
6.1 Excluded Damages
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
6.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
6.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
7. Export, Human Rights, and Anti-Corruption
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8. Miscellaneous
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
Except as provided for in this Section, Camunda shall not subcontract all or part of its obligations under these Minimum Terms or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of these Minimum Terms to the contrary, Customer understands and agrees that Services under these Minimum Terms may be provided in whole or in part by employees or contractors of the signing Camunda entity or a related Camunda entity. Consequently, Camunda shall be permitted to subcontract all or part of its Services obligations under these Minimum Terms or any Order Form to any Camunda Affiliate without the requirement of prior approval by Customer; provided, however, that Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of these Minimum Terms and (if applicable) the Order Form, by any such Camunda Affiliate.
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next following business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized representative of each Party.
Either Party to these Minimum Terms may publicize the existence of the business relationship established by these Minimum Terms in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Subject to the other Party’s approval of any release, which approval will not be unreasonably withheld, Camunda and Customer agree to issue a joint press release within thirty (30) days of execution of the Order Form (or sooner if mutually agreed). Customer agrees to provide an executive level quote for such press release. Despite the foregoing, neither party may disclose the specific terms of these Minimum Terms, except as required by applicable law.
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
| Camunda entity bound by the Minimum Terms | Governing law | Venue |
---|---|---|---|
The United States of America, Canada and Mexico | Camunda, Inc. 475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA | The laws of the State of Delaware and controlling United States federal law | Delaware, USA |
Germany, Austria, Switzerland | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | German law, excluding both CISG and conflict of laws provisions | Berlin, Germany |
United Kingdom and Commonwealth (except Canada) | Camunda Ltd Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
Any other country | Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany | England and Wales, excluding both CISG and conflict of laws provisions | London, England |
9. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
9.1 The United States of America, Canada and Mexico
Two new Sections, Sections 8.10 (High Risk Activities) and 8.11 (U.S. Government), are added:
8.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
8.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.
9.2 Germany, Austria, Switzerland
9.2.1Section 3.1 (Definition) is replaced as follows:
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
9.2.2Section 6 (Liability) is replaced as follows:
6. Liability
6.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
6.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded.
6.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
9.2.3The last sentence of Section 8.1 (Assignment) is deleted.
Schedule 1 to the Minimum Terms “Support and Maintenance Services”
Terms not defined in this Schedule 1 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
- support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
- make available new Versions of the Software as outlined below; and
- correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
- If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
- The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
- If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
- Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
- Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
- Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
- Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
- Support and Maintenance Services on Customer’s premises,
- Support and Maintenance Services for any Version of the Software modified by Customer,
- installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
- development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
- programming services to integrate the Software with products of Customer or Third Parties,
- support of adaptations and extensions of the Software programmed by Customer,
- Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
- introduction and training of Customer’s employees in the use of the Software,
- recommendation of action for the optimal use of the Software,
- Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
- any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
- any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level | Availability Times | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Advanced SLA
Severity Level | Availability Times | Response Times | Reporting Method |
---|---|---|---|
1 (Critical Error) | 24x7 | 2 Hours | 24x7 Emergency Hotline |
2 (Major Error) | 8x5 | 8 Business Hours | Primary: Ticketing System Secondary: Normal Hotline |
3 (Support Requests) | 8x5 | 16 Business Hours | Ticketing System |
Schedule 2 to the Minimum Terms “Remote Consulting Services”
Terms not defined in this Schedule 2 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
1. Scope
Subject to Customer's compliance with the Minimum Terms, in particular the timely payment of all applicable Fees, Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for an annual quota of Remote Consulting Services hours as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care.
“Remote Consulting Services” means any services provided hereunder and which do not fall within the scope of Support and Maintenance Services. In particular, these include Help Requests which contain queries that go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
- assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.,
- answering questions or giving recommendations for action regarding the practical application of the Software, or
- outlining examples of successful best practices from other Customer projects.
If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term the unused Consulting hours expire without any refund.
2. Availability of the consultant
Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Schedule 3 to the Minimum Terms “Additional Consulting Services”
1. Provision of Additional Consulting Services
1.1 If Customer exceeds the maximum number of participants stated in a quote or Order Form, Camunda reserves the right to invoice the additional participants separately.
1.2 If the quote or Order Form specifies a period of performance, the Additional Consulting Services must be used during that period; unused Additional Consulting Services that were not used within the period of performance expire without replacement or refund.
1.3 If Customer purchases Remote Consulting Services Hours, the terms and conditions of Schedule 2 to the Minimum Terms “Remote Consulting Services” will apply conclusively to these Remote Consulting Services hours.
1.4 Customer has no rights to record, reproduce any materials, or distribute any materials to any Third Party, for any purpose, without the consent of Camunda.
2. Delivery and Performance of the Additional Consulting Services
2.1 Additional Consulting Services may be delivered as on-site or remote and for cost or free of charge. The Additional Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Additional Consulting Services during the term), or the provision of other Camunda products or services.
2.2 All Additional Consulting Services are performed by knowledgeable and experienced industry professionals selected by Camunda. If the industry professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative Consultant or suggest an alternate date. If the Customer reasonably objects to the alternative Consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case Camunda waives its right to claim for compensation. If the Customer purchases multiple Additional Consulting Services, this rule shall only apply to the respective Additional Consulting Services.
2.3 During a Subscription Term, the Customer may register for, and have access to, certain Additional Consulting Services via Camunda Academy. In such a case, the Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy and use of the respective Additional Consulting Services.
Schedule 4 to the Minimum Terms “Camunda Platform Self-Managed”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform Self-Managed Subscription]
This Schedule 4 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform Self-Managed Subscription. In case of a conflict between this Schedule 4 and any other clause of the Minimum Terms, the terms of this Schedule 4 will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Platform Self-Managed
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) than the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users (or any other Usage Metric as defined in the applicable Order Form). At the end of each Subscription year, Customer will count the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) and report the number within twenty-one (21) days to Camunda via email.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of the Minimum Terms and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions of the Minimum Terms. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Platform Self-Managed Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Platform Self-Managed and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform Self-Managed and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 5 to the Minimum Terms “Camunda Platform SaaS”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform SaaS Subscription]
This Schedule 5 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform SaaS Subscription. In case of a conflict between this Schedule 5 and any other clause of the Minimum Terms, the terms of this Schedule 5 will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda Platform SaaS.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 9 (“Availability Targets and Availability Service Credits”) of this Schedule.
Cluster means a deployment of Automation Components for Camunda Platform SaaS.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
- Suspension of Customer’s use of Camunda Platform SaaS in accordance with the Minimum Terms;
- Customer’s use of Camunda Platform SaaS outside the Hosting Packages;
- Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
- factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
- Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
- failure by Customer to take any reasonable remedial action in relation to Camunda Platform SaaS as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
- Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
- Any:
- scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
- ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
- updates to Clusters initiated by Customer;
- Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda Platform SaaS by Camunda in order to improve Camunda Platform SaaS and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda Platform SaaS which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual Fee agreed between Camunda and the Reseller for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda Platform SaaS and Beta Offerings
- In order to use Camunda Platform SaaS and the Services, Customer must register for a Camunda Platform SaaS Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the Minimum Terms and its other Schedules, any notifications regarding Camunda Platform SaaS or the Services will be sent to the email address registered with this Account.
- During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda Platform SaaS within the License Scope, the Usage Metrics and the Hosting Packages.
- From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda Platform SaaS. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
- Customer shall not: (i) execute or attempt to execute any Malware in Camunda Platform SaaS or use or attempt to use Camunda Platform SaaS to transmit Malware; (ii) use Camunda Platform SaaS to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda Platform SaaS to compete against Camunda; (iv) use Camunda Platform SaaS for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda Platform SaaS through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda Platform SaaS; (vii) interfere with or disrupt the integrity, security or performance of Camunda Platform SaaS or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda Platform SaaS or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda Platform SaaS or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda Platform SaaS by Camunda’s other licensees or customers.
- If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate the Minimum Terms, or the use of Camunda Platform SaaS by Customer presents a material security risk, Camunda may suspend Customer’s use of Camunda Platform SaaS until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
- Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of the Minimum Terms by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of Camunda Platform SaaS to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of the Minimum Terms.
4. Availability and Maintenance Work
- Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda Platform SaaS as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
- Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda Platform SaaS and the Services.
6. Telemetry Data
For the purpose of this Section, Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda Platform SaaS, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda Platform SaaS Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda Platform SaaS are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda Platform SaaS, to ensure the security, stability and functionality of Camunda Platform SaaS and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform SaaS and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (“New Versions”) of Schedule 1 to the Minimum Terms “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
Monthly Uptime Percentage | Availability Service Credit |
---|---|
Less than 99.5% but equal to or greater than 99.3% | 1.5% |
Less than 99.3% but equal to or greater than 99.0% | 3% |
Less than 99.0% | 4.5% |
- To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda Platform SaaS has not met the Availability Targets within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
- the words “Availability Service Credit Request” in the subject line;
- the Cluster ID if any Cluster for which the Availability Service Credit is requested;
- a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
- a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda Platform SaaS within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Camunda Written offer for the provision of the corresponding source code ("Written Offer")
Effective September 27th 2024
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The software distributed by Camunda to its customers and users contains components that are subject to Public Software licenses. Public Software means software (including but not limited to any libraries, utilities, or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model.
Some of these Public Software components are subject to licenses that impose certain obligations on Camunda, including the obligation to make the source code of the components available, provide copyright or license text information, or make certain modifications. To fulfil such obligations, Camunda hereby makes the following offer to anyone.
1. Interchangeability of components
Camunda permits its customers to modify the proprietary software for their use in accordance with the license conditions and so-called reverse engineering to "debug" such modifications insofar as the corresponding software components are linked to program libraries that fall under license conditions that require such permission. The customer may not pass on to third parties either the information obtained during reverse engineering or debugging or the modified software itself. Any modification is carried out at the customer's own risk, and Camunda accepts no liability for any resulting errors. Accordingly, Camunda points out to its customers that modifications may mean that the Software can no longer be used for contractually intended purposes.
2. Provision of source code
Camunda will provide its customers (and any third parties) with a copy of the complete corresponding source and/or object code in accordance with the requirements of the applicable Public Software license upon request using the contact details at https://docs.camunda.io/docs/next/reference/dependencies/.
The customer can also contact Camunda at the contact mentioned above if the Customer requires support in exercising a right guaranteed by a Public Software license. If Camunda incurs costs in supporting the exercise of the customer's rights, for example, for the physical transfer of the source code, Camunda can charge the Customer for these costs in the same amount.
Please note that the source code of the Camunda Software is provided to you exclusively under the licenses referenced in the LICENSE file or the License section in the README of the respective source code repository.
Alpha Terms
Effective November 8th 2023
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Camunda Alpha Terms
These Camunda Alpha Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda AlphaTechnology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Alpha Technology
- Alpha Technology means any version of the Software designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description.
- Access and Use of the Camunda Alpha Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Alpha Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Alpha Technology accordingly.
- Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Alpha Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Alpha Technology. Camunda may not make this Version of Camunda Alpha Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Alpha Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Alpha Technology. The Customer understands that the Camunda Alpha Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Alpha Technology is generally released as a full product or feature of the Software.
- Camunda Alpha Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Alpha Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
- Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Alpha Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
- Confidential Information. The Camunda Alpha Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Alpha Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA ALPHA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA ALPHA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA ALPHA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA ALPHA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA ALPHA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA ALPHA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA ALPHA TECHNOLOGY.
3. Term and Termination
- Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Alpha Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, (3) Customer disabling access to the Alpha Technology; if Customer regains access at a later date, these Terms or a new version of these Terms shall be reinstated, or (4) either Party’s notice to the other of termination of these Terms.
- Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
- Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Alpha Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Alpha Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA ALPHA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
- Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
- Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
- Entire Agreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
- Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective October 25th 2023 to November 8th 2023
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Camunda Alpha Terms
These Camunda Alpha Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
- Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
- Access and Use of the Camunda Beta Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
- Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
- Camunda Beta Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
- Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
- Confidential Information. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
- Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, (3) Customer disabling access to the Beta Technology; if Customer regains access at a later date, these Terms or a new version of these Terms shall be reinstated, or (4) either Party’s notice to the other of termination of these Terms.
- Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
- Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
- Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
- Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
- Entire Agreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
- Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective October 19th 2023 to October 25th 2023
DownloadTable of Contents
Camunda Beta Terms
These Camunda Beta Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
- Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
- Access and Use of the Camunda Beta Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
- Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
- Camunda Beta Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
- Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
- Confidential Information. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
- Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, (3) Customer disabling access to the Beta Technology; if Customer regains access at a later date, these Terms or a new version of these Terms shall be reinstated, or (4) either Party’s notice to the other of termination of these Terms.
- Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
- Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
- Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
- Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
- Entire Agreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
- Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective July 3rd 2023 to October 19th 2023
DownloadTable of Contents
Camunda Beta Terms
These Camunda Beta Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
- Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
- Access and Use of the Camunda Beta Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
- Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
- Camunda Beta Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
- Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
- Confidential Information. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
- Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, or (3) Party’s notice to the other of termination of these Terms.
- Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
- Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
- Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
- Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
- EntireAgreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
- Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective July 3rd 2023 to July 3rd 2023
DownloadTable of Contents
Camunda Beta Terms
These Camunda Beta Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
- Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
- AccessandUseofthe CamundaBetaTechnology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
- Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
- Camunda BetaUseFeedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
- Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
- ConfidentialInformation. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
- Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, or (3) Party’s notice to the other of termination of these Terms.
- Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
- Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
- OrderofPreference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
- Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
- EntireAgreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
- Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
OneNDA
Effective July 3rd 2023
DownloadTable of Contents
				 Party 1 			 | 							 Party 2 			 | 		
				 Entity details: Camunda Services GmbH 			 | 							 Entity details: {{CounterpartyCompanyName}} 			 | 		
VARIABLES
				 Purpose: 			 | 			Evaluating a potential business transaction between the Discloser and Receiver of the Confidential Information				 			 | 		
				 Confidentiality period: 			 | 										 | 		
				 Governing law: 			 | 			Germany | 		
				 Dispute Resolution Method: 			 | 											 | 		
- 	
- Confidential Information means information that is disclosed: 		
- 			
- by a party to this Agreement (the Discloser) or on the Discloser’s behalf by its authorised representatives or its Affiliates, 			
- to the other party to this Agreement (the Receiver), its Affiliates or Permitted Receivers, and 			
- in connection with the Purpose. 		
	 - Affiliates means any:		
- 			
- entity that directly or indirectly controls, is controlled by, is under common control with or is otherwise in the same group of entities as a party to this Agreement, or 			
- fund or limited partnership that is managed or advised, or whose general partner or manager is managed or advised, by the Receiver or its Affiliate or which the Receiver or its Affiliate controls. 		
	 - Permitted Receivers means the Receiver’s Affiliates and the Receiver’s or its Affiliates’ officers, employees, members, representatives, professional advisors, agents and subcontractors. 	
- Confidential Information does not include information that is:		
- 			
- in the public domain not by breach of this Agreement, 			
- known by the Receiver or its Permitted Receivers at the time of disclosure, 			
- lawfully obtained by the Receiver or its Permitted Receivers from a third party other than through a breach of confidence, 			
- independently developed by the Receiver, or 		
- 	
- The Receiver may share the Confidential Information with its Permitted Receivers, but only if they:		
- 			
- need to know it, and only use it, for the Purpose, and 			
- have agreed to keep it confidential and restrict its use to the same extent that the Receiver has. 		
	 - The Receiver is liable for its breach of this Agreement and any act or omission by a Permitted Receiver which would constitute a breach of this Agreement if it were a party to it.
- 	
- only use the Confidential Information for the Purpose, 	
- keep the Confidential Information secure and confidential and only disclose it as allowed by this Agreement, 	
- promptly notify the Discloser if it becomes aware of a breach of this Agreement, and 	
- within thirty days of the Discloser's request, take reasonable steps to destroy or erase any Confidential Information it holds, except the Receiver may retain copies of Confidential Information: 	
- that are securely stored in archival or computer back-up systems, 	
- to meet legal or regulatory obligations, or 	
- in accordance with bona fide record retention policies,
- 	
- The Receiver's obligations in relation to Confidential Information start on the date Confidential Information is disclosed and last until the end of the Confidentiality Period. 	
- A party may terminate this Agreement with thirty days' prior written notice, but termination will not affect the parties' obligations in relation to Confidential Information disclosed before termination, which continue until the Confidentiality Period expires.
- 	
- Notices. Formal notices under this Agreement must be in writing and sent to the email addresses on the Agreement’s front page as may be updated by a party to the other in writing. 	
- Third parties. Except for the Discloser’s Affiliates, no one other than a party to this Agreement has the right to enforce any of its terms. 	
- Entire agreement. This Agreement supersedes all prior discussions and agreements and constitutes the entire agreement between the parties with respect to its subject matter and no party has relied on any statement or representation of any person in entering into this Agreement. 	
- Amendments. Any amendments to this Agreement must be agreed in writing. 	
- Assignment. No party can assign this Agreement to anyone else without the other parties' consent. 	
- Waiver. If a party fails to enforce a right under this Agreement, that is not a waiver of that right at any time. 	
- Equitable relief. The Discloser may seek injunctive relief or specific performance to enforce its rights under this Agreement. 	
- Counterparts. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 	
- Governing Law. The Governing Law (excluding any conflicts of laws principles) applies to this Agreement and related issues. 	
- Dispute Resolution. Any dispute arising in connection with this Agreement must only be resolved by the Dispute Resolution Method.
Anti-Bribery and Corruption Policy
Effective August 30th 2023
DownloadTable of Contents
1. Guiding Principles
2. Introduction
3. Important Concepts
- In the context of this policy, third-party refers to any individual or organization our company meets and works with. It refers to actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, representatives and officials, politicians, and public parties.
- Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or of an advantage so as to induce or influence an action or decision.
- A bribe refers to any inducement, reward, or object/item of value offered to another individual to gain commercial, contractual, regulatory, or personal advantage.
- Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.
- Bribery is illegal. Employees must not engage in any form of bribery, whether it be directly, passively (as described above), or through a third party (such as an agent or distributor). They must not bribe a foreign public official anywhere in the world. They must not accept bribes to any degree and if they are uncertain about whether something is a bribe or a gift or act of hospitality, they must seek further advice from Camunda’s ESG Coordinator.
- Corruption is defined as the abuse of entrusted power for private gain. It is deceitful behavior that people in positions of power exhibit for personal gain. It is most commonly seen amongst government officials or managers. There are different forms of corruption, including bribery, embezzlement, extortion, networking, under-the-table transactions, manipulation of the election result, money laundering, and more.
- ESG Coordinator is responsible for developing and overseeing environmental, social and corporate governance policies and procedures. The incumbent provides technical expertise on key issues, including bribery and corruption related matters and helps in the design, preparation, implementation and supervision of said policy in consideration of best industry practices and standards. The ESG Coordinator of Camunda can be reached out via email at compliance@camunda.com.
4. What IS and what IS NOT acceptable
4.1 Gifts and hospitality
- It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favours or benefits.
- It is not made with the suggestion that a return favour is expected.
- It follows local law.
- It is given in the name of the company, not in an individual’s name.
- It does not include cash or a cash equivalent.
- It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to a company for helping with a large project upon completion).
- It is of an appropriate type and value and given at an appropriate time, considering the reason for the gift.
- It is given/received openly, not secretly.
- It is not selectively given to a key, influential person, clearly with the intention of directly influencing them.
- It is not above a certain excessive value, as pre-determined and specified in the internal Guidelines.
- It is not acceptable to offer to, or accepted from, a government official or representative or politician or political party, without the prior approval of the company’s ESG Coordinator.
4.2 Facilitation Payments and Kickbacks
- Camunda does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognise that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action.
- Camunda does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.
4.3 Political Contributions
4.4 Charitable Contributions
- Camunda accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions and agrees to disclose all charitable contributions it makes.
- Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.
- We will ensure that all charitable donations made are legal and ethical under local laws and practices; and that donations are not offered/made without conducting prior compliance checks on the charities to check the legibility of the donation.
5. Employee Responsibilities
- As an employee of Camunda, you must ensure that you read, understand, and comply with the information contained within this policy, and with any training or other anti-bribery and corruption information you are given.
- All employees and those under our control are equally responsible for the prevention, detection, and reporting of bribery and other forms of corruption. They are required to avoid any activities that could lead to, or imply, a breach of this Policy.
- If you have reason to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that breaches this policy, you must notify the ESG Coordinator.
- If any employee breaches this policy, they will face disciplinary action and could face dismissal for gross misconduct.
6. Raising Concerns
It is important that any suspicion or instance of bribery or corrupt activities as outlined in this Policy or otherwise that occurs in relation to Camunda should be reported. To enable the provision of reporting, this section of the policy covers three areas: How to raise a concern, What to do if you are a victim of bribery or corruption and Protection.
6.1 How to raise a concern
- If you suspect that there is an instance of bribery or corrupt activities occurring in relation to Camunda, you are encouraged to raise your concerns at as early a stage as possible. You can voice your concern through Camunda’s Whistleblower Tool. The reporter’s concerns will be handled anonymously, discreetly, and with complete confidence. If you’re uncertain about whether a certain action or behavior can be considered bribery or corruption, you should nevertheless inform the ESG Coordinator of Camunda who can be reached through at compliance@camunda.com.
- Camunda has familiarized all employees with its whistleblowing procedures so that the employees can also vocalize their concerns swiftly and confidentially via the established whistleblower tool.
6.2 What to do if you are a victim of bribery or corruption
6.3 Protection
- If you refuse to accept or offer a bribe or you report a concern relating to potential act(s) of bribery or corruption, Camunda understands that you may feel worried about potential repercussions. Camunda will support anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken.
- Camunda will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe or other corrupt activities or because they reported a concern relating to potential act(s) of bribery or corruption.
- Detrimental treatment refers to dismissal, disciplinary action, treats, or unfavorable treatment in relation to the concern the individual raised.
- If you have reason to believe you’ve been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform the ESG Coordinator at Camunda.
7. Monitoring and reviewing
- Camunda’s ESG Coordinator is responsible for monitoring the effectiveness of this policy and will review the implementation of it on a regular cadence. They will assess its suitability, adequacy, and effectiveness.
- Any need for improvements will be applied as soon as possible. Employees or concerned parties are encouraged to offer their feedback on this policy if they have any suggestions for how it may be improved. Feedback of this nature should be addressed to the ESG Coordinator.
Effective August 21st 2023 to August 30th 2023
DownloadTable of Contents
1. Guiding Principles
2. Introduction
3. Important Concepts
- In the context of this policy, third-party refers to any individual or organization our company meets and works with. It refers to actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, representatives and officials, politicians, and public parties.
- Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or of an advantage so as to induce or influence an action or decision.
- A bribe refers to any inducement, reward, or object/item of value offered to another individual to gain commercial, contractual, regulatory, or personal advantage.
- Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.
- Bribery is illegal. Employees must not engage in any form of bribery, whether it be directly, passively (as described above), or through a third party (such as an agent or distributor). They must not bribe a foreign public official anywhere in the world. They must not accept bribes to any degree and if they are uncertain about whether something is a bribe or a gift or act of hospitality, they must seek further advice from Camunda’s ESG Coordinator.
- Corruption is defined as the abuse of entrusted power for private gain. It is deceitful behavior that people in positions of power exhibit for personal gain. It is most commonly seen amongst government officials or managers. There are different forms of corruption, including bribery, embezzlement, extortion, networking, under-the-table transactions, manipulation of the election result, money laundering, and more.
- ESG Coordinator is responsible for developing and overseeing environmental, social and corporate governance policies and procedures. The incumbent provides technical expertise on key issues, including bribery and corruption related matters and helps in the design, preparation, implementation and supervision of said policy in consideration of best industry practices and standards. The ESG Coordinator of Camunda can be reached out via email at compliance@camunda.com.
4. What IS and what IS NOT acceptable
4.1 Gifts and hospitality
- It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favours or benefits.
- It is not made with the suggestion that a return favour is expected.
- It follows local law.
- It is given in the name of the company, not in an individual’s name.
- It does not include cash or a cash equivalent.
- It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to a company for helping with a large project upon completion).
- It is of an appropriate type and value and given at an appropriate time, considering the reason for the gift.
- It is given/received openly, not secretly.
- It is not selectively given to a key, influential person, clearly with the intention of directly influencing them.
- It is not above a certain excessive value, as pre-determined and specified in the internal Guidelines.
- It is not acceptable to offer to, or accepted from, a government official or representative or politician or political party, without the prior approval of the company’s ESG Coordinator.
4.2 Facilitation Payments and Kickbacks
- Camunda does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognise that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action.
- Camunda does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.
4.3 Political Contributions
4.4 Charitable Contributions
- Camunda accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions and agrees to disclose all charitable contributions it makes.
- Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.
- We will ensure that all charitable donations made are legal and ethical under local laws and practices; and that donations are not offered/made without conducting prior compliance checks on the charities to check the legibility of the donation.
5. Employee Responsibilities
- As an employee of Camunda, you must ensure that you read, understand, and comply with the information contained within this policy, and with any training or other anti-bribery and corruption information you are given.
- All employees and those under our control are equally responsible for the prevention, detection, and reporting of bribery and other forms of corruption. They are required to avoid any activities that could lead to, or imply, a breach of this Policy.
- If you have reason to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that breaches this policy, you must notify the ESG Coordinator.
- If any employee breaches this policy, they will face disciplinary action and could face dismissal for gross misconduct.
6. Raising Concerns
It is important that any suspicion or instance of bribery or corrupt activities as outlined in this Policy or otherwise that occurs in relation to Camunda should be reported. To enable the provision of reporting, this section of the policy covers three areas: How to raise a concern, What to do if you are a victim of bribery or corruption and Protection.
6.1 How to raise a concern
- If you suspect that there is an instance of bribery or corrupt activities occurring in relation to Camunda, you are encouraged to raise your concerns at as early a stage as possible. If you’re uncertain about whether a certain action or behavior can be considered bribery or corruption, you should nevertheless inform the ESG Coordinator of Camunda who can be reached through at compliance@camunda.com.
- Camunda has familiarized all employees with its whistleblowing procedures so that the employees can also vocalize their concerns swiftly and confidentially via the established whistleblower tool.
6.2 What to do if you are a victim of bribery or corruption
6.3 Protection
- If you refuse to accept or offer a bribe or you report a concern relating to potential act(s) of bribery or corruption, Camunda understands that you may feel worried about potential repercussions. Camunda will support anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken.
- Camunda will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe or other corrupt activities or because they reported a concern relating to potential act(s) of bribery or corruption.
- Detrimental treatment refers to dismissal, disciplinary action, treats, or unfavorable treatment in relation to the concern the individual raised.
- If you have reason to believe you’ve been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform the ESG Coordinator at Camunda.
7. Monitoring and reviewing
- Camunda’s ESG Coordinator is responsible for monitoring the effectiveness of this policy and will review the implementation of it on a regular cadence. They will assess its suitability, adequacy, and effectiveness.
- Any need for improvements will be applied as soon as possible. Employees or concerned parties are encouraged to offer their feedback on this policy if they have any suggestions for how it may be improved. Feedback of this nature should be addressed to the ESG Coordinator.
Effective February 24th 2023 to August 21st 2023
DownloadTable of Contents
1. Guiding Principles
2. Introduction
3. Important Concepts
- In the context of this policy, third-party refers to any individual or organization our company meets and works with. It refers to actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, representatives and officials, politicians, and public parties.
- Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or of an advantage so as to induce or influence an action or decision.
- A bribe refers to any inducement, reward, or object/item of value offered to another individual to gain commercial, contractual, regulatory, or personal advantage.
- Bribery is not limited to the act of offering a bribe. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.
- Bribery is illegal. Employees must not engage in any form of bribery, whether it be directly, passively (as described above), or through a third party (such as an agent or distributor). They must not bribe a foreign public official anywhere in the world. They must not accept bribes to any degree and if they are uncertain about whether something is a bribe or a gift or act of hospitality, they must seek further advice from Camunda’s ESG Coordinator.
- Corruption is defined as the abuse of entrusted power for private gain. It is deceitful behavior that people in positions of power exhibit for personal gain. It is most commonly seen amongst government officials or managers. There are different forms of corruption, including bribery, embezzlement, extortion, networking, under-the-table transactions, manipulation of the election result, money laundering, and more.
- ESG Coordinator is responsible for developing and overseeing environmental, social and corporate governance policies and procedures. The incumbent provides technical expertise on key issues, including bribery and corruption related matters and helps in the design, preparation, implementation and supervision of said policy in consideration of best industry practices and standards. The ESG Coordinator of Camunda can be reached out via email at compliance@camunda.com.
4. What IS and what IS NOT acceptable
4.1 Gifts and hospitality
- It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favours or benefits.
- It is not made with the suggestion that a return favour is expected.
- It follows local law.
- It is given in the name of the company, not in an individual’s name.
- It does not include cash or a cash equivalent.
- It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to a company for helping with a large project upon completion).
- It is of an appropriate type and value and given at an appropriate time, considering the reason for the gift.
- It is given/received openly, not secretly.
- It is not selectively given to a key, influential person, clearly with the intention of directly influencing them.
- It is not above a certain excessive value, as pre-determined and specified in the internal Guidelines.
- It is not acceptable to offer to, or accepted from, a government official or representative or politician or political party, without the prior approval of the company’s ESG Coordinator.
4.2 Facilitation Payments and Kickbacks
- Camunda does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognise that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action.
- Camunda does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.
4.3 Political Contributions
4.4 Charitable Contributions
- Camunda accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions and agrees to disclose all charitable contributions it makes.
- Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery.
- We will ensure that all charitable donations made are legal and ethical under local laws and practices; and that donations are not offered/made without conducting prior compliance checks on the charities to check the legibility of the donation.
5. Employee Responsibilities
- As an employee of Camunda, you must ensure that you read, understand, and comply with the information contained within this policy, and with any training or other anti-bribery and corruption information you are given.
- All employees and those under our control are equally responsible for the prevention, detection, and reporting of bribery and other forms of corruption. They are required to avoid any activities that could lead to, or imply, a breach of this Policy.
- If you have reason to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that breaches this policy, you must notify the ESG Coordinator.
- If any employee breaches this policy, they will face disciplinary action and could face dismissal for gross misconduct.
6. Raising Concerns
It is important that any suspicion or instance of bribery or corrupt activities as outlined in this Policy or otherwise that occurs in relation to Camunda should be reported. To enable the provision of reporting, this section of the policy covers three areas: How to raise a concern, What to do if you are a victim of bribery or corruption and Protection.
6.1 How to raise a concern
- If you suspect that there is an instance of bribery or corrupt activities occurring in relation to Camunda, you are encouraged to raise your concerns at as early a stage as possible. If you’re uncertain about whether a certain action or behavior can be considered bribery or corruption, you should nevertheless inform the ESG Coordinator of Camunda who can be reached through at compliance@camunda.com.
- Camunda has familiarized all employees with its whistleblowing procedures so that the employees can also vocalize their concerns swiftly and confidentially via the established whistleblower tool.
6.2 What to do if you are a victim of bribery or corruption
6.3 Protection
- If you refuse to accept or offer a bribe or you report a concern relating to potential act(s) of bribery or corruption, Camunda understands that you may feel worried about potential repercussions. Camunda will support anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken.
- Camunda will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe or other corrupt activities or because they reported a concern relating to potential act(s) of bribery or corruption.
- Detrimental treatment refers to dismissal, disciplinary action, treats, or unfavorable treatment in relation to the concern the individual raised.
- If you have reason to believe you’ve been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform the ESG Coordinator at Camunda.
7. Monitoring and reviewing
- Camunda’s ESG Coordinator is responsible for monitoring the effectiveness of this policy and will review the implementation of it on a regular cadence. They will assess its suitability, adequacy, and effectiveness.
- Any need for improvements will be applied as soon as possible. Employees or concerned parties are encouraged to offer their feedback on this policy if they have any suggestions for how it may be improved. Feedback of this nature should be addressed to the ESG Coordinator.
Camunda Privacy Policy
Effective September 28th 2023
DownloadTable of Contents
Interaction Specific Policies
Camunda Privacy Policy
Scope
- users visit or use any of Camunda’s websites, social media pages, forum, online events, online advertisements, or marketing communications, hereby referred to as “Online Properties”
- users visit, interact with or use any of Camunda’s offices, events, sales, marketing or other non-web related activities, hereby referred to as “Properties.”
Contact Camunda
Via our web form
by mail:
Zossener Strasse 55-58
10961 Berlin
or by telephone on: +030 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstrasse 95
10117 Berlin
Information Camunda Collects & How It's Collected
- Contacting us by phone, e-mail or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Data in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Online Properties. Camunda automatically collects Personal Data information when users or customers use, access, or interact with Online Properties, including unique identification numbers, Internet Protocol (IP) address, hardware settings, browser language, the date and time of the request and referral of the URL, broad geographic location, etc. See Camunda’s Cookie Policy for more information.
- Camunda Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
Cookies and Automatic Data Collection on the Website
How Camunda Uses Information Collected
- Communications and Transaction Processing. Camunda uses customer and user Personal Data for communication purposes, to respond to customer and user requests, process transactions, and provide the information requested, which may include financial, credit card, and payment information.
- Offering and facilitating certain services and interaction possibilities. Camunda uses customer and user Personal Data for the purpose of offering certain services, such as providing a forum where users can exchange on Camunda’s products or providing the download of whitepapers or offering a newsletter.
- Conferences and Events. Camunda and its partners may use customer and user Personal Data to conduct and communicate about events and post-events, and may include sharing attendance information with conference sponsors and partners, where legally permitted to do so. If a partner or conference sponsor directly requests customer or user personal data, the information will be handled per their privacy practices.
- Education and Training. If you sign up for a Camunda certification course or training, Camunda uses customer and user Personal Data to facilitate the delivery of such course or training.
- Establish, Administer, and Support Accounts. Camunda uses customer and user Personal Data to provide products and manage customer accounts, such as managing product downloads, providing consulting, support and recommendations, and sending account-related communications.
- Manage Customer Experience. Camunda uses customer and user Personal Data to maintain accurate contact and cataloging data, deliver support, and offer products, services, and features.
- Marketing and Advertising. Camunda may use customer or user Personal Data to provide advertising per customer and user privacy preferences settings and applicable law, and may share some information with marketing service providers in order to present advertisements that might be of interest, which can occur with Automatic Data Collection Tools. See the Camunda’s Cookie Policy for more information.
- Facilitate and Evaluate Use of Online Properties. Camunda uses customer and user Personal Data to provide Online Properties, facilitate use of the Online Properties, such as navigation, logging in, and enhancing security in order to improve quality, evaluate page response rates and personalize content.
- Business Operations. Camunda uses customer and user Personal Data to conduct ordinary business operations, such as business research, corporate reporting, staff training, quality assurance, and general outreach.
- Security. Camunda uses customer and user Personal Data to maintain the integrity and security of Online Properties, products and services to prevent and detect security threats, fraud, or other criminal and malicious activity that might compromise customer or user information.
- Third Party Social Networks. Camunda may use personal data to interact with customers or users on third party social networks (subject to that network’s terms of use).
- Research and Innovation. Camunda uses customer and user Personal Data to develop new products, features, and services via research and development tools.
- Complying with Law. Camunda uses customer and user Personal Data as required to be compliant with applicable laws, regulations, and government and law enforcement requests.
- Other Legitimate Business Purposes. We may use Personal Data when it is necessary for other legitimate purposes, such as protecting Camunda’s confidential and proprietary information.
How Camunda Shares Information
Legal Basis for Processing Information
- Consistent with user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- To comply with legal obligations, in accord with Art. 6 I c GDPR, as necessary;
- To protect customer and user vital interests or those of others; and
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as Management of Customer Experience, Facilitating and Evaluating Use of Online Properties, Business Operations, Marketing and Advertising (if applicable), Research, Innovation or Security.
Data Retention
International Data Transfers
Privacy Rights and Choices
- request information about Personal Data stored by Camunda,
- request correction, deletion and restriction of personal data,
- complain to Camunda about the processing of personal data,
- object to the processing of personal data at any time, in which Camunda will no longer process personal data unless there are compelling reasons worthy of protection that outweigh customer or user interests,
- complain to any data protection supervisory authority, in particular in the Member State in which the customer or user is resident, if it is suspected that the processing of data is in breach of GDPR or other data protection legislation.
- inform of what personal data is on file;
- amend or correct personal data or any previous privacy preferences the customer or user selected; and/or
- delete personal data.
California Privacy Rights
Singapore Privacy Rights
Security
Changes to this Policy
Change log
Previous versions
Effective July 19th 2023 to September 28th 2023
DownloadTable of Contents
Interaction Specific Policies
Camunda Privacy Policy
Scope
- users visit or use any of Camunda’s websites, social media pages, forum, online events, online advertisements, or marketing communications, hereby referred to as “Online Properties”
- users visit, interact with or use any of Camunda’s offices, events, sales, marketing or other non-web related activities, hereby referred to as “Properties.”
Contact Camunda
Via our web form
by mail:
Zossener Strasse 55-58
10961 Berlin
or by telephone on: +030 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstrasse 95
10117 Berlin
Information Camunda Collects & How It's Collected
- Contacting us by phone, e-mail or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Data in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Online Properties. Camunda automatically collects Personal Data information when users or customers use, access, or interact with Online Properties, including unique identification numbers, Internet Protocol (IP) address, hardware settings, browser language, the date and time of the request and referral of the URL, broad geographic location, etc. See Camunda’s Cookie Policy for more information.
- Camunda Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
Cookies and Automatic Data Collection on the Website
How Camunda Uses Information Collected
- Communications and Transaction Processing. Camunda uses customer and user Personal Data for communication purposes, to respond to customer and user requests, process transactions, and provide the information requested, which may include financial, credit card, and payment information.
- Offering and facilitating certain services and interaction possibilities. Camunda uses customer and user Personal Data for the purpose of offering certain services, such as providing a forum where users can exchange on Camunda’s products or providing the download of whitepapers or offering a newsletter.
- Conferences and Events. Camunda and its partners may use customer and user Personal Data to conduct and communicate about events and post-events, and may include sharing attendance information with conference sponsors and partners, where legally permitted to do so. If a partner or conference sponsor directly requests customer or user personal data, the information will be handled per their privacy practices.
- Education and Training. If you sign up for a Camunda certification course or training, Camunda uses customer and user Personal Data to facilitate the delivery of such course or training.
- Establish, Administer, and Support Accounts. Camunda uses customer and user Personal Data to provide products and manage customer accounts, such as managing product downloads, providing consulting, support and recommendations, and sending account-related communications.
- Manage Customer Experience. Camunda uses customer and user Personal Data to maintain accurate contact and cataloging data, deliver support, and offer products, services, and features.
- Marketing and Advertising. Camunda may use customer or user Personal Data to provide advertising per customer and user privacy preferences settings and applicable law, and may share some information with marketing service providers in order to present advertisements that might be of interest, which can occur with Automatic Data Collection Tools. See the Camunda’s Cookie Policy for more information.
- Facilitate and Evaluate Use of Online Properties. Camunda uses customer and user Personal Data to provide Online Properties, facilitate use of the Online Properties, such as navigation, logging in, and enhancing security in order to improve quality, evaluate page response rates and personalize content.
- Business Operations. Camunda uses customer and user Personal Data to conduct ordinary business operations, such as business research, corporate reporting, staff training, quality assurance, and general outreach.
- Security. Camunda uses customer and user Personal Data to maintain the integrity and security of Online Properties, products and services to prevent and detect security threats, fraud, or other criminal and malicious activity that might compromise customer or user information.
- Third Party Social Networks. Camunda may use personal data to interact with customers or users on third party social networks (subject to that network’s terms of use).
- Research and Innovation. Camunda uses customer and user Personal Data to develop new products, features, and services via research and development tools.
- Complying with Law. Camunda uses customer and user Personal Data as required to be compliant with applicable laws, regulations, and government and law enforcement requests.
- Other Legitimate Business Purposes. We may use Personal Data when it is necessary for other legitimate purposes, such as protecting Camunda’s confidential and proprietary information.
How Camunda Shares Information
Legal Basis for Processing Information
- Consistent with user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- To comply with legal obligations, in accord with Art. 6 I c GDPR, as necessary;
- To protect customer and user vital interests or those of others; and
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as Management of Customer Experience, Facilitating and Evaluating Use of Online Properties, Business Operations, Marketing and Advertising (if applicable), Research, Innovation or Security.
Data Retention
International Data Transfers
Privacy Rights and Choices
- request information about Personal Data stored by Camunda,
- request correction, deletion and restriction of personal data,
- complain to Camunda about the processing of personal data,
- object to the processing of personal data at any time, in which Camunda will no longer process personal data unless there are compelling reasons worthy of protection that outweigh customer or user interests,
- complain to any data protection supervisory authority, in particular in the Member State in which the customer or user is resident, if it is suspected that the processing of data is in breach of GDPR or other data protection legislation.
- inform of what personal data is on file;
- amend or correct personal data or any previous privacy preferences the customer or user selected; and/or
- delete personal data.
California Privacy Rights
Security
Changes to this Policy
Change log
Previous versions
Effective July 14th 2023 to July 19th 2023
DownloadTable of Contents
Interaction Specific Policies
General Privacy Policy
Scope
- users visit or use any of Camunda’s websites, social media pages, forum, online events, online advertisements, or marketing communications, hereby referred to as “Online Properties”
- users visit, interact with or use any of Camunda’s offices, events, sales, marketing or other non-web related activities, hereby referred to as “Properties.”
Contact Camunda
Via our web form
by mail:
Zossener Strasse 55-58
10961 Berlin
or by telephone on: +030 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstrasse 95
10117 Berlin
Information Camunda Collects & How It's Collected
- Contacting us by phone, e-mail or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Data in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Online Properties. Camunda automatically collects Personal Data information when users or customers use, access, or interact with Online Properties, including unique identification numbers, Internet Protocol (IP) address, hardware settings, browser language, the date and time of the request and referral of the URL, broad geographic location, etc. See Camunda’s Cookie Policy for more information.
- Camunda Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
Cookies and Automatic Data Collection on the Website
How Camunda Uses Information Collected
- Communications and Transaction Processing. Camunda uses customer and user Personal Data for communication purposes, to respond to customer and user requests, process transactions, and provide the information requested, which may include financial, credit card, and payment information.
- Offering and facilitating certain services and interaction possibilities. Camunda uses customer and user Personal Data for the purpose of offering certain services, such as providing a forum where users can exchange on Camunda’s products or providing the download of whitepapers or offering a newsletter.
- Conferences and Events. Camunda and its partners may use customer and user Personal Data to conduct and communicate about events and post-events, and may include sharing attendance information with conference sponsors and partners, where legally permitted to do so. If a partner or conference sponsor directly requests customer or user personal data, the information will be handled per their privacy practices.
- Education and Training. If you sign up for a Camunda certification course or training, Camunda uses customer and user Personal Data to facilitate the delivery of such course or training.
- Establish, Administer, and Support Accounts. Camunda uses customer and user Personal Data to provide products and manage customer accounts, such as managing product downloads, providing consulting, support and recommendations, and sending account-related communications.
- Manage Customer Experience. Camunda uses customer and user Personal Data to maintain accurate contact and cataloging data, deliver support, and offer products, services, and features.
- Marketing and Advertising. Camunda may use customer or user Personal Data to provide advertising per customer and user privacy preferences settings and applicable law, and may share some information with marketing service providers in order to present advertisements that might be of interest, which can occur with Automatic Data Collection Tools. See the Camunda’s Cookie Policy for more information.
- Facilitate and Evaluate Use of Online Properties. Camunda uses customer and user Personal Data to provide Online Properties, facilitate use of the Online Properties, such as navigation, logging in, and enhancing security in order to improve quality, evaluate page response rates and personalize content.
- Business Operations. Camunda uses customer and user Personal Data to conduct ordinary business operations, such as business research, corporate reporting, staff training, quality assurance, and general outreach.
- Security. Camunda uses customer and user Personal Data to maintain the integrity and security of Online Properties, products and services to prevent and detect security threats, fraud, or other criminal and malicious activity that might compromise customer or user information.
- Third Party Social Networks. Camunda may use personal data to interact with customers or users on third party social networks (subject to that network’s terms of use).
- Research and Innovation. Camunda uses customer and user Personal Data to develop new products, features, and services via research and development tools.
- Complying with Law. Camunda uses customer and user Personal Data as required to be compliant with applicable laws, regulations, and government and law enforcement requests.
- Other Legitimate Business Purposes. We may use Personal Data when it is necessary for other legitimate purposes, such as protecting Camunda’s confidential and proprietary information.
How Camunda Shares Information
Legal Basis for Processing Information
- Consistent with user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- To comply with legal obligations, in accord with Art. 6 I c GDPR, as necessary;
- To protect customer and user vital interests or those of others; and
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as Management of Customer Experience, Facilitating and Evaluating Use of Online Properties, Business Operations, Marketing and Advertising (if applicable), Research, Innovation or Security.
Data Retention
International Data Transfers
Privacy Rights and Choices
- request information about Personal Data stored by Camunda,
- request correction, deletion and restriction of personal data,
- complain to Camunda about the processing of personal data,
- object to the processing of personal data at any time, in which Camunda will no longer process personal data unless there are compelling reasons worthy of protection that outweigh customer or user interests,
- complain to any data protection supervisory authority, in particular in the Member State in which the customer or user is resident, if it is suspected that the processing of data is in breach of GDPR or other data protection legislation.
- inform of what personal data is on file;
- amend or correct personal data or any previous privacy preferences the customer or user selected; and/or
- delete personal data.
California Privacy Rights
Security
Changes to this Policy
Change log
Previous versions
Effective July 3rd 2023 to July 14th 2023
DownloadTable of Contents
Interaction Specific Policies
General Privacy Policy
Scope
- users visit or use any of Camunda’s websites, social media pages, forum, online events, online advertisements, or marketing communications, hereby referred to as “Online Properties”
- users visit, interact with or use any of Camunda’s offices, events, sales, marketing or other non-web related activities, hereby referred to as “Properties.”
Contact Camunda
Via our web form
by mail:
Zossener Strasse 55-58
10961 Berlin
or by telephone on: +030 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstrasse 95
10117 Berlin
Information Camunda Collects& How It's Collected
- Contacting us by phone, e-mail or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Data in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Online Properties. Camunda automatically collects Personal Data information when users or customers use, access, or interact with Online Properties, including unique identification numbers, Internet Protocol (IP) address, hardware settings, browser language, the date and time of the request and referral of the URL, broad geographic location, etc. See Camunda’s Cookie Policy for more information.
- Camunda Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
Cookies and Automatic Data Collection on the Website
How Camunda Uses Information Collected
- Communications and Transaction Processing. Camunda uses customer and user Personal Data for communication purposes, to respond to customer and user requests, process transactions, and provide the information requested, which may include financial, credit card, and payment information.
- Offering and facilitating certain services and interaction possibilities. Camunda uses customer and user Personal Data for the purpose of offering certain services, such as providing a forum where users can exchange on Camunda’s products or providing the download of whitepapers or offering a newsletter.
- Conferences and Events. Camunda and its partners may use customer and user Personal Data to conduct and communicate about events and post-events, and may include sharing attendance information with conference sponsors and partners, where legally permitted to do so. If a partner or conference sponsor directly requests customer or user personal data, the information will be handled per their privacy practices.
- Education and Training. If you sign up for a Camunda certification course or training, Camunda uses customer and user Personal Data to facilitate the delivery of such course or training.
- Establish, Administer, and Support Accounts. Camunda uses customer and user Personal Data to provide products and manage customer accounts, such as managing product downloads, providing consulting, support and recommendations, and sending account-related communications.
- Manage Customer Experience. Camunda uses customer and user Personal Data to maintain accurate contact and cataloging data, deliver support, and offer products, services, and features.
- Marketing and Advertising. Camunda may use customer or user Personal Data to provide advertising per customer and user privacy preferences settings and applicable law, and may share some information with marketing service providers in order to present advertisements that might be of interest, which can occur with Automatic Data Collection Tools. See the Camunda’s Cookie Policy for more information.
- Facilitate and Evaluate Use of Online Properties. Camunda uses customer and user Personal Data to provide Online Properties, facilitate use of the Online Properties, such as navigation, logging in, and enhancing security in order to improve quality, evaluate page response rates and personalize content.
- Business Operations. Camunda uses customer and user Personal Data to conduct ordinary business operations, such as business research, corporate reporting, staff training, quality assurance, and general outreach.
- Security. Camunda uses customer and user Personal Data to maintain the integrity and security of Online Properties, products and services to prevent and detect security threats, fraud, or other criminal and malicious activity that might compromise customer or user information.
- Third Party Social Networks. Camunda may use personal data to interact with customers or users on third party social networks (subject to that network’s terms of use).
- Research and Innovation. Camunda uses customer and user Personal Data to develop new products, features, and services via research and development tools.
- Complying with Law. Camunda uses customer and user Personal Data as required to be compliant with applicable laws, regulations, and government and law enforcement requests.
- Other Legitimate Business Purposes. We may use Personal Data when it is necessary for other legitimate purposes, such as protecting Camunda’s confidential and proprietary information.
How Camunda Shares Information
Legal Basis for Processing Information
- Consistent with user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- To comply with legal obligations, in accord with Art. 6 I c GDPR, as necessary;
- To protect customer and user vital interests or those of others; and
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as Management of Customer Experience, Facilitating and Evaluating Use of Online Properties, Business Operations, Marketing and Advertising (if applicable), Research, Innovation or Security.
Data Retention
International Data Transfers
Privacy Rights and Choices
- request information about Personal Data stored by Camunda,
- request correction, deletion and restriction of personal data,
- complain to Camunda about the processing of personal data,
- object to the processing of personal data at any time, in which Camunda will no longer process personal data unless there are compelling reasons worthy of protection that outweigh customer or user interests,
- complain to any data protection supervisory authority, in particular in the Member State in which the customer or user is resident, if it is suspected that the processing of data is in breach of GDPR or other data protection legislation.
- inform of what personal data is on file;
- amend or correct personal data or any previous privacy preferences the customer or user selected; and/or
- delete personal data.
California Privacy Rights
Security
Changes to this Policy
Change log
Previous versions
Effective May 15th 2023 to July 3rd 2023
DownloadTable of Contents
Interaction Specific Policies
General Privacy Policy
Scope
- users visit or use any of Camunda’s websites, social media pages, forum, online events, online advertisements, or marketing communications, hereby referred to as “Online Properties”
- users visit, interact with or use any of Camunda’s offices, events, sales, marketing or other non-web related activities, hereby referred to as “Properties.”
Contact Camunda
Via our web form
by mail:
Zossener Strasse 55-58
10961 Berlin
or by telephone on: +030 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstrasse 95
10117 Berlin
Information Camunda Collects& How It's Collected
- Contacting us by phone, e-mail or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Data in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Online Properties. Camunda automatically collects Personal Data information when users or customers use, access, or interact with Online Properties, including unique identification numbers, Internet Protocol (IP) address, hardware settings, browser language, the date and time of the request and referral of the URL, broad geographic location, etc. See Camunda’s Cookie Policy for more information.
- Camunda Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
Cookies and Automatic Data Collection on the Website
How Camunda Uses Information Collected
- Communications and Transaction Processing. Camunda uses customer and user Personal Data for communication purposes, to respond to customer and user requests, process transactions, and provide the information requested, which may include financial, credit card, and payment information.
- Offering and facilitating certain services and interaction possibilities. Camunda uses customer and user Personal Data for the purpose of offering certain services, such as providing a forum where users can exchange on Camunda’s products or providing the download of whitepapers or offering a newsletter.
- Conferences and Events. Camunda and its partners may use customer and user Personal Data to conduct and communicate about events and post-events, and may include sharing attendance information with conference sponsors and partners, where legally permitted to do so. If a partner or conference sponsor directly requests customer or user personal data, the information will be handled per their privacy practices.
- Education and Training. If you sign up for a Camunda certification course or training, Camunda uses customer and user Personal Data to facilitate the delivery of such course or training.
- Establish, Administer, and Support Accounts. Camunda uses customer and user Personal Data to provide products and manage customer accounts, such as managing product downloads, providing consulting, support and recommendations, and sending account-related communications.
- Manage Customer Experience. Camunda uses customer and user Personal Data to maintain accurate contact and cataloging data, deliver support, and offer products, services, and features.
- Marketing and Advertising. Camunda may use customer or user Personal Data to provide advertising per customer and user privacy preferences settings and applicable law, and may share some information with marketing service providers in order to present advertisements that might be of interest, which can occur with Automatic Data Collection Tools. See the Camunda’s Cookie Policy for more information.
- Facilitate and Evaluate Use of Online Properties. Camunda uses customer and user Personal Data to provide Online Properties, facilitate use of the Online Properties, such as navigation, logging in, and enhancing security in order to improve quality, evaluate page response rates and personalize content.
- Business Operations. Camunda uses customer and user Personal Data to conduct ordinary business operations, such as business research, corporate reporting, staff training, quality assurance, and general outreach.
- Security. Camunda uses customer and user Personal Data to maintain the integrity and security of Online Properties, products and services to prevent and detect security threats, fraud, or other criminal and malicious activity that might compromise customer or user information.
- Third Party Social Networks. Camunda may use personal data to interact with customers or users on third party social networks (subject to that network’s terms of use).
- Research and Innovation. Camunda uses customer and user Personal Data to develop new products, features, and services via research and development tools.
- Complying with Law. Camunda uses customer and user Personal Data as required to be compliant with applicable laws, regulations, and government and law enforcement requests.
- Other Legitimate Business Purposes. We may use Personal Data when it is necessary for other legitimate purposes, such as protecting Camunda’s confidential and proprietary information.
How Camunda Shares Information
Legal Basis for Processing Information
- Consistent with user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- To comply with legal obligations, in accord with Art. 6 I c GDPR, as necessary;
- To protect customer and user vital interests or those of others; and
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as Management of Customer Experience, Facilitating and Evaluating Use of Online Properties, Business Operations, Marketing and Advertising (if applicable), Research, Innovation or Security.
Data Retention
International Data Transfers
Privacy Rights and Choices
- request information about Personal Data stored by Camunda,
- request correction, deletion and restriction of personal data,
- complain to Camunda about the processing of personal data,
- object to the processing of personal data at any time, in which Camunda will no longer process personal data unless there are compelling reasons worthy of protection that outweigh customer or user interests,
- complain to any data protection supervisory authority, in particular in the Member State in which the customer or user is resident, if it is suspected that the processing of data is in breach of GDPR or other data protection legislation.
- inform of what personal data is on file;
- amend or correct personal data or any previous privacy preferences the customer or user selected; and/or
- delete personal data.
California Privacy Rights
Security
Changes to this Policy
Change log
Previous versions
Effective April 5th 2023 to May 15th 2023
DownloadTable of Contents
Interaction Specific Policies
General Privacy Policy
Scope
- users visit or use any of Camunda’s websites, social media pages, forum, online events, online advertisements, or marketing communications, hereby referred to as “Online Properties”
- users visit, interact with or use any of Camunda’s offices, events, sales, marketing or other non-web related activities, hereby referred to as “Properties.”
Contact Camunda
Zossener Strasse 55-58
10961 Berlin
Germany
Or phone: +49 30 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstraße 95
10117 Berlin
Germany
Information Camunda Collects& How It's Collected
- Contacting us by phone, e-mail or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Data in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Online Properties. Camunda automatically collects Personal Data information when users or customers use, access, or interact with Online Properties, including unique identification numbers, Internet Protocol (IP) address, hardware settings, browser language, the date and time of the request and referral of the URL, broad geographic location, etc. See Camunda’s Cookie Policy for more information.
- Camunda Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
Cookies and Website Automatic Data Collection
How Camunda Uses Information Collected
- Communications and Transaction Processing. Camunda uses customer and user Personal Data for communication purposes, to respond to customer and user requests, process transactions, and provide the information requested, which may include financial, credit card, and payment information.
- Offering and facilitating certain services and interaction possibilities. Camunda uses customer and user Personal Data for the purpose of offering certain services, such as providing a forum where users can exchange on Camunda’s products or providing the download of whitepapers or offering a newsletter.
- Conferences and Events. Camunda and its partners may use customer and user Personal Data to conduct and communicate about events and post-events, and may include sharing attendance information with conference sponsors and partners, where legally permitted to do so. If a partner or conference sponsor directly requests customer or user personal data, the information will be handled per their privacy practices.
- Education and Training. If you sign up for a Camunda certification course or training, Camunda uses customer and user Personal Data to facilitate the delivery of such course or training.
- Establish, Administer, and Support Accounts. Camunda uses customer and user Personal Data to provide products and manage customer accounts, such as managing product downloads, providing consulting, support and recommendations, and sending account-related communications.
- Manage Customer Experience. Camunda uses customer and user Personal Data to maintain accurate contact and cataloging data, deliver support, and offer products, services, and features.
- Marketing and Advertising. Camunda may use customer or user Personal Data to provide advertising per customer and user privacy preferences settings and applicable law, and may share some information with marketing service providers in order to present advertisements that might be of interest, which can occur with Automatic Data Collection Tools. See the Camunda’s Cookie Policy for more information.
- Facilitate and Evaluate Use of Online Properties. Camunda uses customer and user Personal Data to provide Online Properties, facilitate use of the Online Properties, such as navigation, logging in, and enhancing security in order to improve quality, evaluate page response rates and personalize content.
- Business Operations. Camunda uses customer and user Personal Data to conduct ordinary business operations, such as business research, corporate reporting, staff training, quality assurance, and general outreach.
- Security. Camunda uses customer and user Personal Data to maintain the integrity and security of Online Properties, products and services to prevent and detect security threats, fraud, or other criminal and malicious activity that might compromise customer or user information.
- Third Party Social Networks. Camunda may use personal data to interact with customers or users on third party social networks (subject to that network’s terms of use).
- Research and Innovation. Camunda uses customer and user Personal Data to develop new products, features, and services via research and development tools.
- Complying with Law. Camunda uses customer and user Personal Data as required to be compliant with applicable laws, regulations, and government and law enforcement requests.
- Other Legitimate Business Purposes. We may use Personal Data when it is necessary for other legitimate purposes, such as protecting Camunda’s confidential and proprietary information.
How Camunda Shares Information
Legal Basis for Processing Information
- Consistent with user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- To comply with legal obligations, in accord with Art. 6 I c GDPR, as necessary;
- To protect customer and user vital interests or those of others; and
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as Management of Customer Experience, Facilitating and Evaluating Use of Online Properties, Business Operations, Marketing and Advertising (if applicable), Research, Innovation or Security.
Data Retention
International Data Transfers
Privacy Rights and Choices
- request information about Personal Data stored by Camunda,
- request correction, deletion and restriction of personal data,
- complain to Camunda about the processing of personal data,
- object to the processing of personal data at any time, in which Camunda will no longer process personal data unless there are compelling reasons worthy of protection that outweigh customer or user interests,
- complain to any data protection supervisory authority, in particular in the Member State in which the customer or user is resident, if it is suspected that the processing of data is in breach of GDPR or other data protection legislation.
- inform of what personal data is on file;
- amend or correct personal data or any previous privacy preferences the customer or user selected; and/or
- delete personal data.
California Privacy Rights
Security
Changes to this Policy
Change log
Previous versions
Allgemeine Datenschutzrichtlinie
Effective April 7th 2023
DownloadTable of Contents
Interaktionsspezifische Richtlinien
Geltungsbereich
- wenn Nutzer eine der Websites, Social-Media-Seiten, Foren, Online-Veranstaltungen, Online-Werbungen oder Marketingmitteilungen von Camunda (im Folgenden als „Internetauftritt“ bezeichnet) besuchen oder nutzen,
- wenn Nutzer die Büros, Veranstaltungen, Verkaufs-, Marketing- oder sonstige Angebote von Camunda, die nicht mit dem Web in Verbindung stehen, wahrnehmen, interagieren oder sie nutzen (diese werden im Folgenden als „Auftritt“ bezeichnet).
Wie Sie Camunda kontaktieren können
Über unsere Webform
per Post:
Zossener Straße 55-58
10961 Berlin
oder telefonisch unter der Nummer: +030 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstraße 95
10117 Berlin
Daten, die Camunda erhebt & wie sie erhoben werden
- Kontaktaufnahme mit uns per Telefon, E-Mail oder anderweitig – Wenn Nutzer mit Camunda über unsere Kontaktseite kommunizieren, Umfragen ausfüllen oder alle „freien“ Felder ausfüllen, geben Nutzer Inhalt, den vollständigen Namen, die E-Mail-Adresse, die Stellenbezeichnung, den Firmennamen, die Branche, die Telefonnummer und die Anzahl der Mitarbeiter des Unternehmens an.
- Rundbriefe und Whitepapers – Camunda bietet den Nutzern die Möglichkeit, sich über unsere Newsletter und Whitepapers über die bevorstehenden Camunda-Treffen und Entwicklungen im Bereich der Workflow-Automation auf dem Laufenden zu halten.
- Schulungen, Veranstaltungen und Webinare – Wenn sich Kunden über unsere Website für unsere Schulungen, Veranstaltungen oder Webinare anmelden, erhebt Camunda personenbezogene Daten, um diese Dienste bereitzustellen und zu verwalten.
- Forum – Nutzer haben die Möglichkeit, sich mit anderen Interessenten über Fragen zu Camundas Software auszutauschen. Wenn sich ein Nutzer für das Forum registriert, speichert Camunda die E-Mail-Adresse und Nutzernamen. Wenn ein Nutzer einen Beitrag in einem Forum postet, ist der Beitrag für die Öffentlichkeit sichtbar. Der von ihm eingereichte Beitrag kann von jedem Interessierten zusammen mit dem Zeitpunkt der Veröffentlichung heruntergeladen werden. Die E-Mail-Adresse des Nutzers wird jedoch nicht veröffentlicht.
- Seiten sozialer Medien – Durch die Nutzung von sozialen Medien und/oder anderen Websites wie Twitter, GitHub, Stack overflow, Vimeo, Facebook oder LinkedIn durch die Nutzer, je nach den Einstellungen der Nutzer oder den Datenschutzrichtlinien dieser Websites. Um die Einstellungen dieser Dienste zu ändern, lesen Sie bitte die jeweiligen Datenschutzhinweise.
- Karriere – Wenn Bewerber einen Lebenslauf oder andere Informationen über unsere Karriereseite einreichen, https://camunda.com/career/. Wenn Sie uns über die Website per E-Mail kontaktieren, können wir Ihre E-Mail-Adresse und Ihre Korrespondenz aufzeichnen und diese Informationen verwenden, um Ihnen zu antworten. Wir können auch Lebensläufe von Personalvermittlern, Camunda-Mitarbeitern oder sonstigen Dritten erhalten. Siehe Datenschutzerklärung des Antragstellers von Camunda für weitere Informationen.
- Internetauftritt – Camunda erhebt automatisch Informationen über personenbezogene Daten, wenn Nutzer oder Kunden Internetauftritte nutzen, darauf zugreifen oder mit ihnen interagieren, einschließlich eindeutiger Identifikationsnummern, der Internet-Protokoll (IP)-Adresse, der Hardware-Einstellungen, der Browser-Sprache, des Datum und der Uhrzeit der Anfrage und der Weiterleitung der URL, des allgemeinen geographischen Standortes usw. Weitere Informationen finden Sie in der Cookie-Richtlinie von Camunda.
- Camunda-Produkte – Um die Stabilität und Funktionalität unserer Produkte zu verbessern und zu gewährleisten, erheben wir technische Daten, die in manchen Fällen auch als personenbezogene Daten eingestuft werden können. Wir verwenden diese personenbezogenen Daten auch zur Analyse von Trends und Nutzungsmustern. Siehe Datenschutzrichtlinie für Produkte von Camunda.
Cookies und automatische Datenerhebung auf der Website
Wie Camunda die erhobenen Daten nutzt
- Kommunikation und Transaktionsverarbeitung – Camunda verwendet personenbezogene Kunden- und Nutzerdaten zu Kommunikationszwecken, um auf Kunden- und Nutzeranfragen zu antworten, Transaktionen zu bearbeiten und die angeforderten Informationen bereitzustellen, zu denen Finanz-, Kreditkarten- und Zahlungsinformationen gehören können.
- Anbieten und Erleichtern bestimmter Dienstleistungen und Interaktionsmöglichkeiten – Camunda verwendet die personenbezogenen Daten von Kunden und Nutzern, um bestimmte Dienstleistungen anzubieten, z. B. die Bereitstellung eines Forums, in dem sich Nutzer über die Produkte von Camunda austauschen können, oder das Herunterladen von Whitepapers oder das Anbieten eines Newsletters.
- Konferenzen und Veranstaltungen – Camunda und seine Partner können personenbezogene Daten von Kunden und Nutzern zur Durchführung von und zur Kommunikation über Veranstaltungen und Post-Events verwenden. Dies kann auch den Austausch von Teilnahmeinformationen mit Konferenzsponsoren und Partnern umfassen, sofern dies gesetzlich zulässig ist. Fordert ein Partner oder Konferenzsponsor direkt personenbezogene Daten von Kunden oder Nutzern an, so werden die Informationen gemäß den Datenschutzbestimmungen dieser Partner oder Konferenzsponsoren behandelt.
- Bildung und Schulung – Wenn Sie sich für einen Zertifizierungskurs oder eine Schulung von Camunda anmelden, verwendet Camunda die personenbezogenen Kunden- und Nutzerdaten, um die Durchführung eines solchen Kurses oder einer solchen Schulung zu erleichtern.
- Einrichten, Verwalten und Support für Konten – Camunda verwendet die personenbezogenen Daten von Kunden und Nutzern zur Bereitstellung von Produkten und zur Verwaltung von Kundenkonten, wie z. B. zur Verwaltung von Produkt-Downloads, zur Bereitstellung von Beratung, Support und Empfehlungen sowie zum Versenden kontobezogener Mitteilungen.
- Kundenerfahrung verwalten – Camunda verwendet personenbezogene Daten von Kunden und Nutzern, um genaue Kontakt- und Katalogisierungsdaten zu pflegen, Support zu liefern und Produkte, Dienstleistungen und Funktionen anzubieten.
- Marketing und Werbung – Camunda kann personenbezogene Daten von Kunden oder Nutzern verwenden, um Werbung in Übereinstimmung mit den Datenschutzeinstellungen der Kunden und Nutzer sowie mit dem anwendbaren Recht bereitzustellen, und kann einige Informationen an Marketing-Dienstleister weitergeben, um Werbung zu präsentieren, die von Interesse sein könnte, was mit Tools zur automatischen Datenerhebung geschehen kann. Weitere Informationen dazu finden Sie in derCookie-Richtlinie von Camunda.
- Erleichterung und Evaluierung der Nutzung des Internetauftritts – Camunda verwendet die personenbezogenen Daten von Kunden und Nutzern, um den Internetauftritt bereitzustellen, die Nutzung des Internetauftritts zu erleichtern, wie beispielsweise Navigation, Anmeldung und Erhöhung der Sicherheit, um damit die Qualität zu verbessern, die Antwortquoten der Seiten auszuwerten und den Inhalt zu personalisieren.
- Geschäftsbetrieb – Camunda verwendet die personenbezogenen Daten von Kunden und Nutzern zur Durchführung der gewöhnlichen Geschäftsvorgänge, wie z. B. Unternehmensforschung, Unternehmensberichte, Mitarbeiterschulungen, Qualitätssicherung und allgemeine Öffentlichkeitsarbeit.
- Sicherheit – Camunda verwendet die personenbezogenen Daten von Kunden und Nutzern, um die Integrität und Sicherheit von Internetauftritt, Produkten und Dienstleistungen aufrechtzuerhalten, um Sicherheitsbedrohungen, Betrug oder andere kriminelle und böswillige Aktivitäten, die Kunden- oder Nutzerdaten gefährden könnten, zu verhindern und zu erkennen.
- Soziale Netzwerke Dritter – Camunda kann personenbezogene Daten zur Interaktion mit Kunden oder Nutzern in sozialen Netzwerken Dritter verwenden (vorbehaltlich der Nutzungsbedingungen dieses Netzwerks).
- Forschung und Innovation – Camunda verwendet die personenbezogenen Daten von Kunden und Nutzern, um mit Hilfe von Forschungs- und Entwicklungstools neue Produkte, Funktionen und Dienstleistungen zu entwickeln.
- Einhaltung von Gesetzen – Camunda verwendet personenbezogene Daten von Kunden und Nutzern, soweit dies erforderlich ist, um den geltenden Gesetzen, Vorschriften sowie staatlichen und Strafverfolgungsanforderungen gerecht zu werden.
- Andere legitime Geschäftszwecke – Wir können personenbezogene Daten verwenden, wenn dies für andere legitime Zwecke erforderlich ist, wie zum Beispiel zum Schutz der vertraulichen und geschützten Informationen von Camunda.
Wie Camunda Daten weitergibt
Rechtliche Grundlagen der Datenverarbeitung
- Camunda verarbeitet Daten gemäß Art. 6 I a DSGVO ausschließlich in Übereinstimmung mit den spezifischen widerruflichen Einwilligungen des Nutzers;
- Camunda verarbeitet die Daten gemäß Art. 6 I b DSGVO nur dann, wenn dies zur Vorbereitung, zum Abschluss oder zur Erfüllung eines Vertrages erforderlich ist;
- die Verarbeitung erfolgt gemäß Art. 6 I c DSGVO, d. h. nur, wenn sie zur Erfüllung der gesetzlichen Verpflichtungen erforderlich ist;
- die Verarbeitung erfolgt gemäß Art. 6 I d DSGVO, d. h. nur dann, wenn dies für den Schutz der grundlegenden Interessen von Kunden und Benutzern oder sonstiger Personen erforderlich ist; und
- soweit es für die berechtigten Interessen von Camunda im Einklang mit Art. 6 I f DSGVO, wie z.B. Management der Kundenerfahrung, Erleichterung und Bewertung der Nutzung von Internetauftritt, Geschäftsbetrieb, Marketing und Werbung (falls zutreffend), Forschung, Innovation oder Sicherheit erforderlich ist.
Aufbewahrung von Daten
Internationale Datenübermittlungen
Datenschutzrechte und Wahlmöglichkeiten
- Sie können Auskunft über die von Camunda gespeicherten personenbezogenen Daten verlangen.
- Sie können die Berichtigung, Löschung und Einschränkung der Verarbeitung von personenbezogenen Daten verlangen.
- Sie können sich bei Camunda über die Verarbeitung personenbezogener Daten beschweren.
- Sie können der Verarbeitung personenbezogener Daten jederzeit widersprechen, wobei Camunda keine personenbezogenen Daten mehr verarbeitet, es sei denn, es liegen zwingende schutzwürdige Gründe vor, die die Kunden- oder Nutzerinteressen überwiegen,
- Sie können sich bei jeder Datenschutzaufsichtsbehörde, insbesondere in dem Mitgliedstaat, in dem der Kunde oder Nutzer ansässig ist, beschweren, wenn der Verdacht besteht, dass die Verarbeitung von Daten gegen die DSGVO oder sonstige Datenschutzgesetze verstößt.
- gibt Camunda Auskunft darüber, welche personenbezogenen Daten gespeichert sind;
- ändert oder berichtigt Camunda die personenbezogenen Daten oder alle früheren Datenschutzeinstellungen, die der Kunde oder Nutzer ausgewählt hat;
- und/oder löscht Camunda personenbezogene Daten.
Datenschutzrechte in Kalifornien
Sicherheit
Änderungen dieser Richtlinie
Änderungsprotokoll
Applicant Privacy Policy
Effective April 5th 2023
DownloadTable of Contents
Contact Camunda
Zossener Strasse 55-58
10961 Berlin
Germany
Or phone: +49 30 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstraße 95
10117 Berlin
Germany
Personal Data Camunda Collects
How Camunda Uses Personal Data
- Assessing qualifications, skills, and interests against current Camunda career opportunities;
- Verifying the information the Applicant provides and completing reference checks;
- Facilitating the recruitment and interview process;
- Preparing an offer letter, if applicable;
- Complying with applicable laws, regulations, legal processes or enforceable governmental requests, including protecting the rights and property of Camunda, Camunda users, applicants, candidates, employees or the public;
- Producing reports related to recruitment metrics;
- Managing and improving Camunda’s recruitment processes;
How Camunda Shares Personal Data
- service providers: Applicant Personal Data may be shared with service providers, agents or other third parties, e.g., recruiters, consultants, and attorneys, when the Applicant applies via Camunda’s online applicant platform, and the data is transferred directly to Camunda’s third party provider, Greenhouse. Camunda requires third parties to protect the information they receive and prohibits them from using the information for their own purposes.
- Compliance with laws, regulatory bodies, or government agencies: Camunda may disclose Applicant information when disclosure is necessary or required by law or regulation, to comply with legal process or government requests, or to exercise, establish or defend our legal rights.
- With Applicant consent: Camunda may disclose Personal Data for any purpose with the Applicant’s consent.
Legal Basis for Processing Applicant Personal Data
- The legal base to keep data in the talent pool is Art. 6 I a GDPR.
- The legal basis for processing the data after the user has submitted the application is Art. 88 GDPR in conjunction with section 26 of the Federal Data Protection Act (BDSG).
- Consistent with specific Applicant consents (e.g. for Camunda’s TalentPool), which the Applicant may revoke at any time in accord with Art. 6 I a GDPR.
- As necessary to comply with Camunda’s legal obligations in accord with Art. 6 I c GDPR.
- To protect the Applicant’s interests or the interests of others in accord with Art. 6 I d GDPR.
- The forwarding of application data to Greenhouse is similarly justified pursuant to Art. 28 GDPR and Art. 6 I f GDPR. As necessary for Camunda’s legitimate interests in considering candidates for current and future employment opportunities in accord with Art. 6 I f GDPR.
- For transferring and storing personal data in the US, Camunda will collect a user’s consent in accord with Art. 49 I a GDPR.
Retention of Applicant’s Personal Data
International Data Transfers
Applicant Privacy Rights
California Privacy Rights
Applicant Responsibilities
Security
Changes to this Policy
to this Policy may require Camunda to inform the Applicant in a manner that is consistent with the significance of the changes made.
Change Log
California Specific Privacy Policy
Effective July 4th 2023
DownloadTable of Contents
Scope
Collection and Disclosure of Personal Information
- Identifiers, such as name, postal address, unique personal identifier, online identifier, Internet Protocol (IP) address, email address or other similar identifiers;
- Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)), such as contact information and financial information, name, signature, employment;
- Protected classification characteristics under California or federal law, such as sex and marital status;
- Commercial information, such as transaction information and products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies;
- Internet or network activity information, such as browsing history and information on a consumer’s interaction with a website, application, or advertisement;
- Geolocation data, such as approximate device location (derived from an IP address);
- Sensory data, audio, electronic, visual and similar information, such as call and video recordings;
- Professional or employment-related information, such as work history and prior employer;
- Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99), such as student records and directory information.
- Inferences drawn from any of the Information identified about a consumer reflecting the consumer's product preferences, and behavior.
- Contacting us by phone, email or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Information in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen username is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Cookies and Automated Data Collection Tools. Camunda uses integrated technology such as cookies, web beacons, and embedded URLs to provide automated data collection in order to enhance and ensure stability and functionality of our products and online premises, to analyze trends and usage patterns and in some cases to provide improved marketing and advertising. Please see Camunda’s Cookie Policy for more information.
- Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
How Camunda uses the collected information
- to quickly process user requests for information and to allow us to respond efficiently to user questions;
- to enhance your user experience of the website, improve the operation of the website, our service offerings and our marketing efforts;
- to respond to employment inquiries or applications. Our online job applications are made available via an applicant portal provided by “Workable”;
- to monitor the website statistics;
- to provide information to service providers or such companies who provide support for the operations of our website and who do not use or disclose the information for any other purpose; or
- to allow us to disclose your information to the extent permitted by law.
How Camunda shares information
- to enable trusted third-parties that provide services on our behalf or with whom we have collaborated to offer a particular service;
- we use internet analysis and marketing services (such as Google Analytics and Google Tag Manager) to assess our website call-ups and to optimize our services. With Google Analytics, the user’s IP address is processed and transferred in an anonymized form.
- we use Inbound-Marketing and Sales Software to optimize our marketing campaigns. Information generated by the cookie regarding use of the website may be transmitted to our Service Provider’s server and stored there. Personal Information will only be collected and enriched if the user completes a form on one of the websites. In this case, in addition to the Personal Information the user enters himself, the user’s IP address will also be saved.
- for scheduling and conducting our Online Events, Webinars and Online Trainings and Workshops, we use service providers. Service Providers also help manage registrations, reminders and webinar attendee information (e.g. how to attend the webinar) or provide a platform;
- we also allow users to follow us on different social media platforms via a link to social media profiles (Twitter, LinkedIn, GitHub, Stack Overflow and Vimeo). We have not implemented Like- Share- or other social media buttons. Please note that any information you disclose through such services or otherwise on the website becomes public information, and may be available to visitors to the website and to the general public. In addition, when you choose to make a posting on such services certain Personal Information will be available for other users to view. We urge you to exercise discretion and caution when deciding to disclose Personal Information about you, or any other information, on the website. WE ARE NOT RESPONSIBLE FOR THE USE BY ANY THIRD PARTY OF ANY PERSONAL INFORMATION YOU VOLUNTARILY DISCLOSE THROUGH ANY SUCH SERVICES OR OTHERWISE ON THE SITE;
- if we believe in good faith that it is required by law enforcement or judicial authorities, or if it is necessary to comply with other legal requirements;
- to help prevent the instigation of a crime, to help facilitate an investigation related to public safety, to help protect the safety of a child using our website, to help protect the security or integrity of our website, or to enable us to take precautions against liability;
- to prevent or investigate suspected fraud, illegal activity, violations of this Privacy Notice, or activity that we believe in good faith may expose us to legal liability;
- during any merger, acquisition, or transfer of substantially all our assets, or during negotiations for such an event; or
- with your express consent.
Cookies and Website Automatic Data Collection
Data Retention
Access to specific information and data portability rights
- The categories of Personal Information we collected about you.
- The categories of sources for the Personal Information we collected about you.
- Our business or commercial purpose for collecting or selling that Personal Information.
- The categories of third parties with whom we share that Personal Information.
- The specific pieces of Personal Information we collected about you (also called a data portability request).
- If we sold or disclosed your Personal Information for a business purpose, a separate list disclosing:
- sales, identifying the Personal Information categories that each category of recipient purchased; and
- disclosures for a business purpose, identifying the Personal Information categories that each category of recipient obtained.
- We do not sell Personal Information.
Incorrect Data Correction Rights
Deletion request rights
- Complete the transaction for which we collected the Personal Information, provide a service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
- Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
- Debug products to identify and repair errors that impair existing intended functionality.
- Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
- Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 seq.).
- Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent.
- Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
- Comply with a legal obligation.
- Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
Exercising access, data portability and deletion rights
Authorized agents
- Provide the authorized agent signed permission to do so.
- Verify their own identity directly with the business.
- Directly confirm with the business that they provided the authorized agent permission to submit the request.
Verifiable Consumer Requests
- Provide sufficient information that allows us to reasonably verify you are the person about whom we collected Personal Information or an authorized representative (such as your name and email address).
- Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.
Response timing and format
Sale of Personal Information
Non-Discrimination
- Deny you services.
- Charge you different prices or rates for services, including through granting discounts or other benefits, or imposing penalties.
- Provide you a different level or quality of services.
- Suggest that you may receive a different price or rate for services or a different level or quality of services.
Changes to this Privacy Notice
How to Exercise Your Rights
Zossener Strasse 55-58
10961 Berlin
Germany
Or phone: +49 30 664 04 09 – 00
Change log
Effective April 5th 2023 to July 4th 2023
DownloadTable of Contents
Scope
Collection and Disclosure of Personal Information
- Identifiers, such as name, postal address, unique personal identifier, online identifier, Internet Protocol (IP) address, email address or other similar identifiers;
- Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)), such as contact information and financial information, name, signature, employment;
- Protected classification characteristics under California or federal law, such as sex and marital status;
- Commercial information, such as transaction information and products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies;
- Internet or network activity information, such as browsing history and information on a consumer’s interaction with a website, application, or advertisement;
- Geolocation data, such as approximate device location (derived from an IP address);
- Sensory data, audio, electronic, visual and similar information, such as call and video recordings;
- Professional or employment-related information, such as work history and prior employer;
- Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99), such as student records and directory information.
- Contacting us by phone, email or otherwise. When users communicate with Camunda via our Contact page, complete surveys, fill out any “free” boxes, users provide content, full name, email address, job title, company name, industry, phone number and company number of employees.
- Newsletters and White Papers. Camunda provides users with the opportunity to stay informed about Camunda’s upcoming meetings and developments in the workflow-automation field via our newsletters and white papers.
- Training, Events and Webinars. When customers register for our training, events or webinars through our website, Camunda collects Personal Information in order to provide and manage these services.
- Forum. Users have the opportunity to exchange information with other interested parties about questions relating to Camunda software. When a user registers for the forum, Camunda records their email address and their user name. If a user posts to a forum, the user’s chosen username is displayed, and is therefore viewable by the public. The contribution they have submitted can also be downloaded by any interested party, together with the time of posting. However, the user’s email address is not published.
- Social Media Pages. Through users’ use of social media and/or other websites such as Twitter, GitHub, Stack overflow, Vimeo, Facebook or LinkedIn, depending on users’ settings or the privacy policies of these websites. To change settings on these services, please refer to their respective privacy notices.
- Careers. When applicants submit a CV or other information via our career site, https://camunda.com/career/. If you contact us via email through the website, we may keep a record of your email address and correspondence and use such information to respond to you. We may also receive resumes from recruiters, Camunda employees or other third parties. Please see Camunda’s Applicant Privacy Policy for more information.
- Cookies and Automated Data Collection Tools. Camunda uses integrated technology such as cookies, web beacons, and embedded URLs to provide automated data collection in order to enhance and ensure stability and functionality of our products and online premises, to analyze trends and usage patterns and in some cases to provide improved marketing and advertising. Please see Camunda’s Cookie Policy for more information.
- Products. In order to enhance and ensure stability and functionality of our products, we collect technical data that may in come cases also be classified as Personal Information. We also use this Personal Information to analyze trends and usage patterns. Please see Camunda’s Product Privacy Policy.
How Camunda uses the collected information
- to quickly process user requests for information and to allow us to respond efficiently to user questions;
- to enhance your user experience of the website, improve the operation of the website, our service offerings and our marketing efforts;
- to respond to employment inquiries or applications. Our online job applications are made available via an applicant portal provided by “Workable”;
- to monitor the website statistics;
- to provide information to service providers or such companies who provide support for the operations of our website and who do not use or disclose the information for any other purpose; or
- to allow us to disclose your information to the extent permitted by law.
How Camunda shares information
- to enable trusted third-parties that provide services on our behalf or with whom we have collaborated to offer a particular service;
- we use internet analysis and marketing services (such as Google Analytics and Google Tag Manager) to assess our website call-ups and to optimize our services. With Google Analytics, the user’s IP address is processed and transferred in an anonymized form.
- we use Inbound-Marketing and Sales Software to optimize our marketing campaigns. Information generated by the cookie regarding use of the website may be transmitted to our Service Provider’s server and stored there. Personal Information will only be collected and enriched if the user completes a form on one of the websites. In this case, in addition to the Personal Information the user enters himself, the user’s IP address will also be saved.
- for scheduling and conducting our Online Events, Webinars and Online Trainings and Workshops, we use service providers. Service Providers also help manage registrations, reminders and webinar attendee information (e.g. how to attend the webinar) or provide a platform;
- we also allow users to follow us on different social media platforms via a link to social media profiles (Twitter, LinkedIn, GitHub, Stack Overflow and Vimeo). We have not implemented Like- Share- or other social media buttons. Please note that any information you disclose through such services or otherwise on the website becomes public information, and may be available to visitors to the website and to the general public. In addition, when you choose to make a posting on such services certain Personal Information will be available for other users to view. We urge you to exercise discretion and caution when deciding to disclose Personal Information about you, or any other information, on the website. WE ARE NOT RESPONSIBLE FOR THE USE BY ANY THIRD PARTY OF ANY PERSONAL INFORMATION YOU VOLUNTARILY DISCLOSE THROUGH ANY SUCH SERVICES OR OTHERWISE ON THE SITE;
- if we believe in good faith that it is required by law enforcement or judicial authorities, or if it is necessary to comply with other legal requirements;
- to help prevent the instigation of a crime, to help facilitate an investigation related to public safety, to help protect the safety of a child using our website, to help protect the security or integrity of our website, or to enable us to take precautions against liability;
- to prevent or investigate suspected fraud, illegal activity, violations of this Privacy Notice, or activity that we believe in good faith may expose us to legal liability;
- during any merger, acquisition, or transfer of substantially all our assets, or during negotiations for such an event; or
- with your express consent.
Cookies and Website Automatic Data Collection
Access to specific information and data portability rights
- The categories of Personal Information we collected about you.
- The categories of sources for the Personal Information we collected about you.
- Our business or commercial purpose for collecting or selling that Personal Information.
- The categories of third parties with whom we share that Personal Information.
- The specific pieces of Personal Information we collected about you (also called a data portability request).
- If we sold or disclosed your Personal Information for a business purpose, a separate list disclosing:
- sales, identifying the Personal Information categories that each category of recipient purchased; and
- disclosures for a business purpose, identifying the Personal Information categories that each category of recipient obtained.
- We do not sell Personal Information.
Deletion request rights
- Complete the transaction for which we collected the Personal Information, provide a service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
- Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
- Debug products to identify and repair errors that impair existing intended functionality.
- Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
- Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 seq.).
- Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent.
- Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
- Comply with a legal obligation.
- Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
Exercising access, data portability and deletion rights
Authorized agents
- Provide the authorized agent signed permission to do so.
- Verify their own identity directly with the business.
- Directly confirm with the business that they provided the authorized agent permission to submit the request.
Verifiable Consumer Requests
- Provide sufficient information that allows us to reasonably verify you are the person about whom we collected Personal Information or an authorized representative (such as your name and email address).
- Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.
Response timing and format
Sale of Personal Information
Non-Discrimination
- Deny you services.
- Charge you different prices or rates for services, including through granting discounts or other benefits, or imposing penalties.
- Provide you a different level or quality of services.
- Suggest that you may receive a different price or rate for services or a different level or quality of services.
Changes to this Privacy Notice
How to Exercise Your Rights
Zossener Strasse 55-58
10961 Berlin
Germany
Or phone: +49 30 664 04 09 – 00
Change log
Cookie Policy
Effective April 5th 2023
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This Cookie Policy, hereby referred to as the “Policy,” explains how Camunda Services GmbH and its subsidiaries (“Camunda,” “we,” “us” and “our”) use cookies, web beacons, and other similar tools, hereby referred to as “Automatic Data Collection Tools,” when customers or users visit or use any of Camunda’s websites, social media pages, online advertisements, or marketing communications, hereby referred to as “Online Properties.” This Policy explains Automatic Data Collection Tools and why Camunda uses them, as well as user and customer rights to control Camunda’s use of them.
Contact Camunda
Zossener Strasse 55-58
10961 Berlin
Germany
Or phone: +49 30 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstraße 95
10117 Berlin
Germany
Cookies Camunda Uses and Why They Are Used
Other Automatic Data Collection Tools and Why They Are Used
Options to Control the Use of Cookies and Automatic Data Collection Tools
- If you would like to opt-out of third party cookies relating to interest-based advertising and you are an EU-resident, please see www.youronlinechoices.eu.
- The NAI’s opt-out platform: www.networkadvertising.org/choices
- The EDAA’s opt-out platform: www.youronlinechoices.com
- The DAA’s opt-out platform: optout.aboutads.info/?c=2〈=EN
- Google Opt-out page: adssettings.google.com
- Facebook Opt-out page: www.facebook.com/help/568137493302217
- LinkedIn Opt-out page: www.linkedin.com/help/linkedin/answer/62931/manage-advertising-preferences
International Data Transfers
Legal Basis for Processing Information
- Consistent with user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- To comply with legal obligations, in accord with Art. 6 I c GDPR, as necessary;
- To protect customer and user vital interests or those of others; and
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as Management of Customer Experience, Facilitating and Evaluating Use of Online Properties, Business Operations, Marketing and Advertising (if applicable), Research, Innovation or Security or other legitimate interests stated in the sections Cookies Camunda Uses and Why They Are Used and Other Automatic Data Collection Tools and Why They Are Used.
Data Retention
Links to social media platforms
Changes to this Policy
Change Log
Cookie Richtlinie
Effective May 16th 2023
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Wie Sie Camunda kontaktieren können
Welche Cookies Camunda verwendet und warum sie verwendet werden
Weitere Tools zur automatischen Datenerhebung und warum sie verwendet werden
Optionen zur Kontrolle der Verwendung von Cookies und Tools zur automatischen Datenerhebung
Internationale Datenübermittlung
Rechtliche Grundlagen der Datenverarbeitung
Aufbewahrung von Daten
Links zu Social-Media-Plattformen
Änderungen dieser Richtlinie
Change Log:
Product Privacy Policy
Effective April 5th 2023
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This Product Privacy Policy hereby referred to as “Policy” explains how Camunda Services GmbH and its subsidiaries (“Camunda,” “we,” “us” and “our”) collect, use and share information, including Personal Data, defined by the General Data Protection Regulation (GDPR) as “any information related to an identified or identifiable natural person” from customers or users when using or demoing Camunda’s community, trial or paid products such as Camunda BPM, Camunda Cloud, Camunda Modeler or Cawemo and any other services maintained by Camunda, such as support services, hereby referred to as “the Products”.
Scope
Contact Camunda
Zossener Strasse 55-58
10961 Berlin
Germany
Or phone: +49 30 664 04 09 – 00
JBB Data Consult GmbH
Friedrichstraße 95
10117 Berlin
Germany
Information Camunda Collects from Products
How Camunda Uses Product Usage Data
How Camunda Uses Operations Data
How Camunda Shares Information Collected from Products
How Camunda Uses Cookies and Automatic Data Collection Tools
Legal Basis for Processing Information
- Consistent with customer’s or user’s specific revocable consents in accord with Art. 6 I a GDPR;
- To prepare, enter into and fulfill a contract in accord with Art. 6 I b GDPR, as necessary;
- As necessary for Camunda’s legitimate interests in accord with Art. 6 I f GDPR, such as perform, improve, maintain, and secure the Products, providing support for users and customers of the Products, and operate the business efficiently and appropriately.
Data Retention
International Data Transfers
User Privacy Rights and Choices
California Privacy Rights
Security
Changes to this Policy
Change log
Produktdatenschutzrichtlinie
Effective May 16th 2023
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Geltungsbereich
Kontakt zu Camunda
Informationen, die Camunda durch Produkte erhebt
Wie Camunda die Produktnutzungsdaten verwendet
Wie Camunda Betriebsdaten verwendet
Wie Camunda durch Produkte erhobene Informationen weitergibt
Wie Camunda Cookies und Tools zur automatischen Datenerfassung verwendet
Rechtsgrundlage für die Verarbeitung von Informationen
Speicherung von Daten
Internationale Datenübermittlung
Datenschutzrechte und Rechte der Nutzer
Datenschutzrechte in Kalifornien
Sicherheit
Änderungen an dieser Richtlinie
Änderungsprotokoll
Data Processing Agreement
CCPA
Camunda Podcast Disclaimer
Effective July 25th 2023
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DISCLAIMER
1. General
2. Liability for Content
3. Copyright
4. External Links
Camunda License 1.0
Effective May 2nd 2024
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Acceptance
Copyright License
Conditions and Restrictions
- You may not move, change, disable, or circumvent the license key functionality in the Software, and You may not remove or obscure any functionality in the Software that is protected by the license key.
- If You distribute or make available the Software or any modification or Derivative Works thereof (including compiled versions), You must conspicuously display and attach this License on each original or modified copy of the Software and enable the recipient to obtain the source code if You have distributed a compiled version.
Patent License
No Liability
No Warranty
Definitions
Diversity, Equity, and Inclusion Statement
Effective September 27th 2023
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Introduction
Our Commitment
DEI Initiatives and Activities at Camunda
- LGBTQAI+
- Ladies-allies and non-binary
Export Control and Sanctions Compliance
Effective September 27th 2023
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Purpose and Scope
End User and Use Restrictions
Compliance with Sanctions and Trade Regulations
Further Information
Environmental Policy Statement
Effective September 27th 2023
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Policy Statement
Introduction
Relevance for Camunda
- Fulfill the environmental compliance requirements imposed on Camunda by third parties (customers, partners, resellers, and investors)
- Keep Camunda in conformity with the current or any future legislations and applicable regulations
- Fulfill the requirements in advance for the likely scenario that US/UK/EU or other applicable jurisdiction releases new, stricter environmental regulations
Scope and focus areas
- Reducing Co2 emissions
Activity | Environmental Impact | Action Plan |
Annual retreats, meetups, business travels, travels to conferences, and customer engagement related travels | Co2 emissions from flights | Encouraging employees through internal guidelines to take lower carbon-emitting flights and avoid taking flights where commuting through trains is possible |
Co2 emissions from automobiles | We are looking to remove private transfers from the Retreat- Shuttles only | |
Emissions from the stay | Hotel carbon footprints (promoting to get eco-hotels that don’t change sheets/towels every day, use eco toiletries, etc.) | |
Business Operations | Emissions caused by an unsustainable sourcing of products | Sustainable purchasing- We try to get SWAG items that are organic, eco, or fair trade. E.g.: Camunda hoodie from Neutral, Insulated Bottles from 24Bottles in EU, a B Corporation & Carbon Neutral certified company) |
- Waste Management and Recycling
Activity | Environmental Impact | Action Plan |
Retreat | Use of single-use SWAG and reduction of using productions made from plastics | Reduction and recycling of retreat SWAG products and reduction of the use of plastic |
- Energy Conservation
Activity | Environmental Impact | Action Plan |
Camunda’s product | Emissions by consumption of electricity (non-renewable energy) by servers, data, computing unit, and networks | Using carbon neutral serves, hosting, and data centers |
Data Management | Emissions by consumption of electricity (non-renewable energy) by instances running in background | Deletion of Camunda Saas data |
Inquire our sub-processors AWS and GCP | ||
Deletion of unnecessary e-mails | ||
Review of Sub-Processors | Potentially, Sub-Processors have environmental programs that offer energy savings or relying on more renewable energies. This could impact Camunda’s ecological footprint. | Enquire Camunda’s sub-processor to have environmentally efficient programs that Camunda could prescribe to. If yes and potential additional costs are adequate, change Camunda’s subscription plan. |
Camunda Green Initiatives
- Reduction of carbon emissions
- Reducing energy consumption
- Enhance the measures around waste management and recycling
Activity | Environmental objective | Addressing Measures |
Contributions to Causes and Charities | Meeting the objective of net-zero by 2030 | Financial contribution towards the accredited environmental charities and investing in carbon removal from 2024 |
Carbon removal | Becoming carbon neutral | Investing in removal of carbon from 2024 |
Remote Working | Remote work has been linked to improved air quality and reductions in greenhouse gas emissions, fossil fuel usage, and water pollution | Camunda has entirely become a “remote” company starting June 30, 2023. |
Product | Reduction of carbon footprint by lower electricity consumption | Purging of clusters where fewer than 5 process instances have been started every 72 hours. The clusters are automatically deleted in 4 days. |
Digital Measures | Reduction of paper waste | Going paperless with digital documents and e-signatures to cut down on waste. For e.g, sending documents through Docusign |
Using only the required cloud resources | Infrateam uses cloud resources that they really need, do autoscaling based on demand to reduce AWS cost and transitively energy. Autoscaling means automatically using more or less cloud resources based on the demand. For example, if your website has more visitors than usual, new virtual machines to serve it will be created to ensure the users have a good experience (no slow loading of pages). Conversely, if you have fewer visitors (e.g., at night), the virtual machine count is automatically reduced to avoid paying for idle computational resources. | |
Using Slack for internal communication | All internal, transient communication is done on Slack which reduces the emission caused by sending e-mails. | |
Awareness | Creating consciousness among the Camundi | We have a dedicated environmental week at Camunda that creates awareness around various topics. |
Retreat | Contributing towards reducing the carbon footprints | Working with local contractors and suppliers on-site and collaborating with eco-hotels in the future |
SWAG | Contributing towards reducing the carbon footprints | Our SWAG is partially produced in the country where our warehouses are located. |
Most of Camunda’s SWAG is managed and shipped by Reachdesk. Their global warehouse network allows customers to send locally instead of overseas, reducing overall shipping distances and emissions. They are furthermore involved in offsetting carbon emissions. | ||
Camunda’s external event team has transitioned to a swag-free approach for promotional SWAG. Instead of spending the budget on SWAG, they donate funds they’d have used for promotional items to non-profit organizations, reducing the carbon footprint of their events. | ||
Hardware equipment | Recycling of hardware and hazardous waste contributes to landfills and largely towards climate change, and land and air pollution. | The employees are offered to retain the old laptops. We also properly recycle laptops and any other hardware that is past repair. Whenever possible, we also donate usable hardware to schools to support learning. |
Monitoring and Review
Human Rights Statement
Effective September 27th 2023
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Introduction
Commitment
Supply Chain and Due Diligence
Modern Slavery Act Transparency Statement
Effective September 27th 2023
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Introduction
Relevance for Camunda
- 49.6 million people live in modern slavery – in forced labor
- Roughly a quarter of all victims of modern slavery are children
- Of the 27.6 million people trapped in forced labor, 17.3 million are in forced labor exploitation in the private economy, 6.3 million are in commercial sexual exploitation, and nearly 4 million are in forced labor imposed by state authorities
- The Covid-19 pandemic has exacerbated the conditions that lead to modern slavery
- Migrant workers are particularly vulnerable to forced labor
Our Business and Supply Chains
Policies and Commitments
Risk Assessment and Management
Areas of high risk of modern slavery in association with Camunda
Future Actions
- Enhance our supply chain compliance process to identify and address modern slavery risks more effectively.
- Require its wider scope of suppliers to adhere to not use, participate in, support, or tolerate modern slavery or child labor or engage in human trafficking.
- Regularly monitor and evaluate our efforts and progress in tackling modern slavery and report our findings transparently.
Camunda's Supplier Code of Business Conduct
Effective March 1st 2024
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Introduction
Supplier Guiding Principles
1. Human Rights, Employment and Labor
2. Ethics and Compliance
In performing work for Camunda, the Supplier is expected to operate with unwavering honesty and integrity, upholding the highest ethical principles. The Supplier should exercise utmost caution when extending business courtesies, understanding that offering gifts or gratuities with the intention to influence business or governmental decisions is strictly prohibited.
3. Environment
4. Reporting Concerns
5. Audit
6. Compliance with Camunda’s Code
Effective February 14th 2024 to March 1st 2024
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Introduction
Supplier Guiding Principles
1. Human Rights, Employment and Labor
2. Ethics and Compliance
In performing work for Camunda, the Supplier is expected to operate with unwavering honesty and integrity, upholding the highest ethical principles. The Supplier should exercise utmost caution when extending business courtesies, understanding that offering gifts or gratuities with the intention to influence business or governmental decisions is strictly prohibited.
3. Environment
4. Reporting Concerns
5. Compliance with Camunda’s Code
Effective September 29th 2023 to February 14th 2024
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Introduction
Supplier Guiding Principles
1. Human Rights, Employment and Labor
2. Ethics and Compliance
In performing work for Camunda, the Supplier is expected to operate with unwavering honesty and integrity, upholding the highest ethical principles. The Supplier should exercise utmost caution when extending business courtesies, understanding that offering gifts or gratuities with the intention to influence business or governmental decisions is strictly prohibited.
3. Environment
4. Reporting Concerns
5. Compliance with Camunda’s Code
Terms for AI Usage
Effective June 26th 2024
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