Legal Center

1. Definitions

1. Suspension of Customer’s use of the Software in accordance with this Agreement;
2. Customer’s use of the Software outside the Hosting Packages;
3. Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
4. 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;
5. Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
6. 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;
7. Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
8. Any:
   1. scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
   2. 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
   3. updates to Clusters initiated by Customer; or
9. 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

1. Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
2. all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
3. 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

19. Regional Terms

1. 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.
2. 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.
3. 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.
4. 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.
5. Section 13.4 is deleted.
6. 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.
7. 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.
8. 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.
9. The last sentence of Section 17.2 of this Agreement is deleted.

1. 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.
2. 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

1. 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);
2. Make available new Versions of the Software as outlined below; and
3. Respond to Support Requests within the time periods set out for the SLA.
4. 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.
5. 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:
   1. 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;
   2. 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;
   3. 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
   4. Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
   5. Excluded services
      Support and Maintenance Services under this Agreement do not include any of the following:
   6. support and maintenance services on Customer’s premises;
   7. support and maintenance services for any Version of the Software modified by Customer;
   8. installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
   9. 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;
   10. programming services to integrate the Software with products of Customer or Third Parties;
   11. support of adaptations and extensions of the Software programmed by Customer;
   12. support and maintenance services for the integration of the Software into the data processing environment of Customer;
   13. introduction and training of Customer’s employees in the use of the Software;
   14. recommendation of action for the optimal use of the Software;
   15. 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;
   16. support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
   17. 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.
6. 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.

Exhibit B “Availability Targets and Availability Service Credits”

1. 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

1. 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.
2. 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.