Terms and Conditions of WIBU-SYSTEMS BV and WIBU-SYSTEMS NV

A.     General Provisions

A1.     Subject Matter

A1.1     These General Terms and Conditions (GTC) shall apply to all deliveries and services of Wibu-Systems. Where applicable, the special provisions (Parts B, C and D) shall take precedence over the general provisions (Part A).

A1.2     Individual services of Wibu-Systems are subject to product-specific Hosting conditions. Insofar as these are relevant in individual cases, they shall take precedence over the provisions set out in para. 1.

A1.3     Both Wibu-Systems' and the Customer's affiliated companies pursuant to §§ 15 et seq. of the German Stock Corporation Code (AktG) are also covered by these GTC.

A1.4     Deviating terms and conditions of the Customer shall not apply unless Wibu-Systems has expressly agreed to them in writing.

A2.     Conclusion of Contract

A2.1     Offers and quotations from Wibu-Systems are non-binding. Product directories, samples, price lists and the like also do not constitute binding offers.

A2.2     The commissioning of the service by the Customer shall be deemed a binding offer.

A2.3     Unless otherwise stated in the order, Wibu-Systems is entitled to accept this offer within three weeks of its receipt.

A2.4     Wibu-Systems shall declare acceptance by means of a written order confirmation.

A2.5     The illustrations, drawings, weights, and dimensions attached to an order confirmation are only approximate values and are not binding unless they are expressly designated as binding.

A2.6     Wibu-Systems shall retain its rights to quotations and all other documents at all times, in particular ownership rights, copyrights and all other rights of use, reproduction, or exploitation. The Customer may not make them accessible to third parties without express consent. If no contract is concluded, all documents must be returned to Wibu-Systems upon request.

A3.     Provision of Services

A3.1     All information provided by Wibu-Systems regarding the expected time and cost of a commissioned service are estimates based on the conditions specified by the Customer and are non-binding; the same applies to information regarding delivery and performance dates unless they are designated as binding.

A3.2     Wibu-Systems reserves the right to prepare minutes of meetings with the Customer, recording the main points discussed and the decisions made. Wibu-Systems without undue delay shall provide the minutes to the Customer upon its completion. If the Customer does not object within seven calendar days with its own counter-proposal, the content of the minutes shall become binding for both parties. An objection shall be negotiated at the next meeting.

A3.3     Wibu-Systems is entitled to have individual services performed by third parties. To the extent necessary for the proper fulfillment of the contractual obligations, these third parties may be given access to the Customer's documents, information, and data in accordance with data protection regulations. Even if third parties are employed, Wibu-Systems shall remain responsible for the performance and the success of the service if promised.

A3.4     Wibu-Systems shall be released from its obligation to perform for as long and to the extent that it cannot be fulfilled due to force majeure. Force majeure refers to circumstances beyond Wibu-Systems' control, such as strikes, epidemics, natural disasters, power failures, or technical infrastructure failures, as well as non-delivery by a supplier for which Wibu-Systems is not responsible.

A4.     General Obligations of the Customer to Cooperate

A4.1     Unless otherwise agreed, the Customer alone is responsible for backing up his data. Wibu-Systems accepts no liability for any unintentional loss of data as a result of the contractually agreed provision of services.

A4.2     The Customer shall provide Wibu-Systems with all information and data required to perform the services in a complete and accurate manner. In this respect, Wibu-Systems shall have no obligation to investigate. If necessary, the Customer shall temporarily provide Wibu-Systems with hardware and other items or grant Wibu-Systems access to its hardware and software infrastructure.

A4.3     The Customer shall fulfill his – general and, if applicable, special – obligations to cooperate in his own interest and may not demand any remuneration for this. If the Customer fails to comply with his obligations to cooperate, any agreed performance deadlines shall be extended accordingly. Wibu-Systems reserves the right to temporarily suspend the services after the expiry of a reasonable period and to resume them at its own discretion. Other claims and rights of Wibu-Systems shall remain unaffected.

A5.     Prices and Terms of Payment

A5.1     The remuneration owed by the Customer is laid down in the order confirmation.

A5.2     Unless otherwise agreed, all prices are FCA Karlsruhe (Germany) plus applicable VAT and, if applicable, plus shipping costs.

A5.3     Wibu-Systems shall be bound by the prices stated in the order confirmation for 120 calendar days from the date of confirmation. If per agreement performance is rendered after this date or if no price has been specified, Wibu-Systems' listed price valid on the date of performance shall apply.

A5.4     If performance is delayed due to circumstances for which Wibu-Systems is not responsible, and if the costs on which the price calculation is based have increased by at least three percentage points between the agreed and the actual date of performance, Wibu-Systems reserves the right to make reasonable price adjustments. The Customer shall be notified of any price adjustment in writing, together with an explanation of the reasons for the adjustment, before Wibu-Systems performs the service.

A5.5     The remuneration shall be due for payment without deduction 30 calendar days after the invoice date. If the Customer is in default of payment, Wibu-Systems shall charge interest at a rate of five percentage points above the general statutory interest rate.

A5.6     The Customer may only set off claims against Wibu-Systems that are undisputed or have been legally established. Outside the scope of § 354a of the German Commercial Code (HGB), the Customer may only assign claims arising from the contract to third parties with the prior written consent of Wibu-Systems. The Customer shall only be entitled to a right of retention or the defense of non-performance of the contract within the respective contractual relationship.

A5.7     If it becomes apparent after conclusion of the contract that the payment claim is jeopardized by the Customer's inability to pay, Wibu-Systems shall be entitled to refuse performance and to withdraw from the contract.

A6.     Warranty for Defects

A6.1     With the exception of services according to §§ 611 et seq. (dienstvertragliche Leistungen) of the German Civil Code (BGB), Wibu-Systems warrants that performance corresponds to the agreed quality and is suitable for the intended use. It shall not have any defects that cancel or reduce its value or suitability for the customary use or the use assumed under the contract. The relevant time is the passing of risk, i.e., the dispatch of the goods in the case of the delivery of hardware, the provision for download in the case of the delivery of software and the acceptance by the Customer in the case of services to produce a work.

A6.2     Technical data, specifications, descriptions, and promises of performance contained in these GTC, in any attachments or in the order confirmation are to be understood exclusively as quality specifications (Beschaffenheitsvereinbarungen) according to § 434 para. 1 sentence 1 BGB) and do not constitute any further guarantee.

A6.3     Unless an acceptance test (§ D6 para. 1) is to be carried out anyway, the Customer must inspect performance immediately upon passing of risk and, if a defect becomes apparent, notify Wibu-Systems accordingly in writing within 14 calendar days and in such a way that Wibu-Systems is able to understand and evaluate the defect. If the Customer fails to notify Wibu-Systems in due time, performance shall be deemed approved, unless the defect was not recognizable during the inspection. If such a defect is discovered later, the notification must be made within five calendar days of its discovery; otherwise, performance shall be deemed approved in this respect as well.

A6.4     Wibu-Systems shall rectify any defects reported within the deadline or recorded in the acceptance report (§ D6 para. 2 sentence 2) without undue delay within the scope of what is technically possible. The specific type of defect rectification is at Wibu-Systems' discretion. The Customer must give Wibu-Systems the time and opportunity required to rectify the defect and hand over any hardware or software that is the subject of complaint for testing purposes. The rectification of defects shall not include the installation and deinstallation of hardware or software as well as the associated costs.  

A6.5     The Customer shall support Wibu-Systems in the search for and rectification of defects in accordance with § A4.

A6.6     Any warranty claims shall expire within one year of the passing of risk.

A6.7     Warranty claims shall be excluded if a defect is due to the fact that the Customer or a third party has modified, improperly used, or repaired the object of performance without Wibu-Systems' consent or has not installed, operated, or maintained the object of performance in accordance with Wibu-Systems' manuals and instructions.

A6.8     If Wibu-Systems provides services in the search for or rectification of defects without being obliged to do so, Wibu-Systems reserves the right to charge the Customer for the expenses incurred. This applies in particular if a defect cannot be proven, reproduced or is not attributable to Wibu-Systems.

A7.     Liability

A7.1     Both parties shall be liable for damages due to the breach of contractual obligations insofar as they are at fault.

A7.2     The amount of liability for gross and simple negligence shall be limited to the damage typically foreseeable for the damaging party at the time of the breach of duty.

A7.3     Wibu-Systems shall only be liable for obvious damage or other readily recognizable impairments of delivered hardware or software if the Customer has certifiably reserved any claims for compensation with the delivery service or carrier immediately upon receipt of the goods.

A7.4     Non-contractual liability remains unaffected.

A7.5     Liability is excluded

(a)     if the Customer himself is responsible for the damage (§ 254 BGB), in particular because he

• has not complied with the duty to cooperate (§ A4),
• services have not been used in accordance with the contract (e.g., operating errors; use of hardware or software that does not comply with specifications),
• has made unauthorized changes to the object of performance,
• has disregarded statutory or contractual provisions on loss minimization;

(b)     for loss of profit;

(c)     for damages due to defective components from third-party manufacturers or open source software;

(d)     for cyber damage, i.e., data loss or damage due to network security breaches (e.g., hacker attacks, malware, denial of service), data breaches and cyber extortion by third parties.

A7.6     Wibu-Systems shall at all times maintain insurance sufficient to cover the aforementioned claims for compensation and shall provide evidence to the Customer upon request.

A8.     Rights of Third Parties

A8.1     Wibu-Systems warrants that the services rendered do not infringe any third-party rights. Wibu-Systems shall indemnify the Customer against all claims asserted against him by third parties for infringement of their rights. This however necessitates that the Customer immediately informs Wibu-Systems of the claim in writing and takes any action against the third party only after consulting Wibu-Systems.

A8.2     If third parties assert claims that prevent the Customer from exercising the right of use granted to him in regard to the object of performance, the Customer shall inform Wibu-Systems immediately in writing. In addition, Wibu-Systems shall endeavor at its own expense to enforce the Customer's right of use or, alternatively, to modify or replace the deliverable in such a way that no rights of third parties are infringed, but the deliverable continues to fulfill the contractually agreed functions.

A8.3     In the event of infringements of rights by products of other manufacturers supplied by Wibu-Systems, Wibu-Systems shall either assert its own claims against the manufacturer for the account of the Customer or assign such claims to the Customer. In this case, the Customer shall only have claims against Wibu-Systems if the judicial enforcement of claims against the manufacturer was unsuccessful or has no prospect of success whatsoever.

A9.     Data Protection

Wibu-Systems complies with the statutory provisions on data protection when processing the Customer's personal information. This includes technical security measures according to the current state of the art (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR). If subcontractors of the provider (§ A3 para. 3) come into contact with personal data, a Data Processing Agreement (DPA) is concluded with them in advance, which can be inspected on request.

A10.     Confidentiality

A10.1     The parties shall maintain secrecy about all confidential information of which they become aware in the course of their business relationship, in particular business or trade secrets, and shall neither disclose nor otherwise exploit such information.

A10.2     The duty of confidentiality shall not apply if the information in question must be disclosed by order of a court, by order of a public authority, or by statutory law. The party so obliged shall inform the other party of the disclosure without undue delay and disclose the information in such a way that confidentiality is maintained as far as possible.

A11.     Referencing

The Customer agrees that Wibu-Systems may include him in its reference list or other communication materials and publicly refer to the business relationship with the Customer in other ways. The authorization also includes the use of the Customer's trademarks for these purposes, in particular its word and figurative marks. Upon request, the Customer shall provide Wibu-Systems with a printable digital template of its trademarks. The Customer may revoke its consent to referencing in writing at any time.

A12.     Export Provisions and Customs Clearance

If the Customer exports Wibu-Systems' products, he shall comply with German export regulations and shall also inform his customers that German export regulations apply in the event of export. Wibu-Systems shall not provide deliveries and services to and in places where the products manufactured by Wibu-Systems are subject to export restrictions and shall request proof of final destination prior to delivery to the Customer if necessary. If, at the Customer's request, deliveries are made duty unpaid, the Customer shall be liable to Wibu-Systems for any claims by the customs authorities.

A13.     Final provisions

A13.1     The place of performance for all services (deliveries and payments) shall be the registered office of Wibu-Systems in Karlsruhe (Germany).

A13.2     All notifications, requests and other transmissions by the Customer provided for in these GTC must be made in writing (e-mail is sufficient) to the address sales@wibu.com.

A13.3     German law shall apply excluding the UN Convention on Contracts for the International Sale of Goods.

A13.4     The place of jurisdiction is Karlsruhe (Germany).

A13.5     Should one of the above provisions be or become invalid or should a necessary provision not be included, this shall not affect the validity of the remaining provisions. The parties shall endeavor to find an amicable solution in this case.

B.     Special Provisions for the Delivery of Hardware and Software

B1.     Delivery, Date and Deadlines

B1.1     The expected delivery date is stated in the order confirmation and is subject to Wibu-Systems' itself being supplied in time. Delivery dates and deadlines are only binding if they have been expressly designated as binding by Wibu-Systems in writing. Otherwise, all delivery dates and deadlines are non-binding.

B1.2     The goods shall be delivered to the address specified by the Customer by a carrier selected by Wibu-Systems. Additional costs for express shipping and other special requests regarding shipping shall be borne by the Customer. Unless otherwise agreed, the risk shall pass to the Customer as soon as Wibu-Systems has handed over the goods to the carrier.

B1.3     Partial deliveries are permissible, provided they are not unreasonable for the Customer.

B1.4     If non-compliance with a bindingly agreed deadline is due to obstacles for which Wibu-Systems is not responsible, the deadline shall be extended accordingly.

B1.5     In the event of a delay in delivery, the Customer shall be entitled to withdraw from the delivery contract after a reasonable grace period has expired. Wibu-Systems' liability for any damage caused by delay shall be limited to a lump sum compensation of 0.5% of the net order value of the delayed item for each completed week, but in any case, not more than 5%.

B2.     Retention of Title

B2.1     Wibu-Systems shall retain title to the delivered goods until all payments arising from the business relationship with the Customer have been received ("Reserved Goods"). If a current account relationship exists, retention of title refers to the recognized balance in favor of Wibu-Systems.

B2.2     The Customer is obliged to treat the reserved goods with suitable care. In particular, he is obliged to insure them at his own expense against loss and damage at replacement value. The Customer must present the insurance policy and proof of payment of the premiums on request. The Customer hereby assigns to Wibu-Systems any claims and rights arising from the insurance relationship. The assignment is subject to the condition subsequent that the Customer acquires full ownership.

B2.3     The handling and processing of the goods subject to retention of title by the Customer shall always be carried out on behalf of Wibu-Systems, but without any obligation on the part of Wibu-Systems. In the event of processing and combination with other goods, Wibu-Systems shall acquire co-ownership of the new goods in the ratio of the invoice value of the goods subject to retention of title to the value of the other processed materials at the time of processing. The same shall apply if the goods subject to retention of title are mixed with other materials. 

B2.4     The Customer shall be entitled to collect the claims assigned to Wibu-Systems in order to meet its payment obligations to Wibu-Systems. If the Customer fails to meet his payment obligations, Wibu-Systems may revoke the authorization to resell and demand that the Customer informs Wibu-Systems of the assigned claims and their debtors, provides all information required for collection by Wibu-Systems, hands over the relevant documents, and informs his debtors of the assignment.

B2.5     As long as the retention of title continues, the Customer may only pledge the goods subject to retention of title to a third party or assign them as security with the written consent of Wibu-Systems. Wibu-Systems must be notified immediately of any seizure of the reserved goods by third parties. The Customer shall bear any costs incurred in the defense against such seizure, unless the third party reimburses them.

B2.6     If the value of the goods subject to retention of title exceeds Wibu-Systems' claims by more than 10%, Wibu-Systems shall, at the Customer's request, release goods at its discretion to the extent of the excess value.

B3.     Copyright and Right of Use to Delivered Software

B3.1     The terms of this provision shall apply generally to the delivery of Wibu-Systems software and third-party software (software developed by a software manufacturer independent of Wibu-Systems). For products the Customer purchases according to the contract for transfer to third parties, § B4 shall apply. For products the Customer purchases as part of a software subscription, § B5 shall apply.

B3.2     The Customer shall be granted a permanent, non-exclusive and non-transferable right to use Wibu-Systems software and third-party software for internal use in object code form. No further acquisition of rights to the software shall be associated with this granting of rights of use; in particular, the source code of the software shall not be made available. Wibu-Systems reserves all distribution, exhibition, presentation, performance, and publication rights to the software. The same applies to editing and reproduction rights, unless otherwise stipulated below.

B3.3     The Customer shall be permitted to allow his own customers to make changes to the Wibu-Systems software for their own use and to reverse-engineer these changes for debugging purposes. However, the Customer and his customers are prohibited from passing on to third parties the work results obtained by way of reverse engineering. The Customer and his customers also are prohibited from passing on modified versions of the Wibu-Systems software. The Customer must set up the contracts with his customers in accordance with these permissions and restrictions. Warranty claims against Wibu-Systems are excluded unless the Customer can prove that the defect already existed in the unmodified version of the software.

B3.4     Reproduction of the software stored on data carriers or copying to electromagnetic, optoelectronic, or other data carriers as well as the accompanying material is prohibited. This excludes the installation of the software from the data carrier onto a hard disk. It also excludes the creation of backup copies, insofar as this is necessary to secure the use of the software for the contractually stipulated purpose. If the original data carriers bear a note indicating copyright protection, this note must be affixed by the Customer to all copies.

B3.5     If a Wibu-Systems product contains open source software, Wibu-Systems shall provide a list of the open source software used in machine-readable form with the release documentation. In this case, the Customer shall not acquire any rights of use from Wibu-Systems, but directly from the rights holders of the respective open source components. In this respect, the above license terms shall not apply, but only the respective license terms of the open source components. Wibu-Systems shall make these license terms available to the customer upon request.

B3.6     The Customer shall be liable for all damages incurred by Wibu-Systems as a result of a breach of copyright and usage rights.

B4.     Runtime Software and Libraries

B4.1     When using

• Wibu-Systems hardware (e.g., WibuBoxes or CmSticks)
• software-based protection (CmActLicense)
• CmCloud

the following special terms of use apply exclusively in deviation from § B3.

B4.2     The Customer is entitled to integrate the Wibu-Systems software libraries required for the use of the Wibu-Systems protection systems into his computer programs or data in order to protect them from unauthorized use or to measure their use in accordance with the description in the respective manual.

B4.3     The Customer shall be entitled to pass on the integrated Wibu-Systems software libraries to the distributors and end users of his computer programs and data together with these and to distribute the Wibu-Systems runtime software as part of his protected software. The Customer's purchasers may use the Wibu-Systems software libraries and the Wibu-Systems runtime software as part of the protected computer programs and data as intended.

B4.4     Before passing on the Wibu-Systems software libraries and the Wibu-Systems runtime software, the Customer must test whether they function correctly with the protected computer program or the protected data and must inform Wibu-Systems immediately of any problems.

B5.     Software Subscriptions

B5.1     In deviation from § B3, the following special terms of use apply exclusively to software that Wibu-Systems rents to the Customer as part of a software subscription.

B5.2     Wibu-Systems grants the Customer the rights of use required to use the software only for the duration of the subscription.

B5.3     Insofar as Wibu-Systems provides the Customer with new software versions, the rights of use described in para. 2 shall only include those software versions that were provided in the contract year of purchase and in the year before. Any rights of use previously granted for earlier software versions shall expire.

B5.4     The remuneration for the provision of the software shall be paid either per contract year or per calendar year. It is due for the first year upon conclusion of the contract and thereafter annually in advance. In the case of invoicing per calendar year, the remuneration for the year in which the contract is concluded shall be calculated on a pro rata basis.

B5.5     If the Customer defaults on payment of the remuneration and fails to pay even after a reminder from Wibu-Systems, the Customer's right to use the software shall be suspended until the remuneration has been paid in full.

B5.6     Each party may terminate the subscription with 90 calendar days' notice to the end of the billing period. Termination is permitted at the earliest at the end of the second year from the start of the services. Unless terminated, the subscription is extended by one year at a time.

B5.7     At the end of the subscription term the Customer shall delete the software, destroy all copies, and confirm in writing that this has been done.

B5.8     Wibu-Systems shall adjust the prices to be paid on the basis of a subscription to the development of the costs that are relevant for the price calculation at its reasonable discretion. A price increase shall be considered and a price reduction shall be made if the contractual partners of Wibu-Systems required to provide the service change their prices, upstream suppliers change their prices, or if the producer price index for IT services determined by the Federal Statistical Office changes by at least 2.5% compared to the index published for the month in which the agreement was concluded. Increases in one category of costs only justify a price increase to the extent that they are not offset by any decreases in costs in other areas. In the event of cost reductions, Wibu-Systems will reduce prices to the extent that these cost reductions are not fully or partially offset by increases in other areas. In exercising its reasonable discretion, Wibu-Systems shall select the respective time of a price change in such a way that cost reductions are not taken into account according to standards that are less favorable to the Customer than cost increases, i.e., cost reductions shall have at least the same price effect as cost increases. Price increases shall only take effect at the end of a quarter and only if Wibu-Systems gives 90 calendar days' notice. In the event of a price increase, the Customer may also terminate the subscription before the end of the minimum term of this contract (para. 6 sentence 2).

B6.     Right of Return

B6.1     The Customer is not entitled to a right of return.

B6.2     Anything to the contrary shall only apply if Wibu-Systems has expressly granted the Customer a right of return in writing. In any case, software and goods manufactured individually for the Customer will not be taken back.

B6.3     An exceptionally accepted return requires that the Customer sends the goods to Wibu-Systems within two weeks of receipt complete with original packaging in unaltered, especially undamaged new condition. The return shipment shall be at the expense and risk of the Customer.

B7.     Recourse Claims

B7.1     The Customer shall only be entitled to rights of recourse (§ 445a BGB) if Wibu-Systems is responsible for the defect.

B7.2     If a claim for subsequent performance is asserted against the Customer by a purchaser, the Customer may only take recourse against Wibu-Systems if the Customer has given Wibu-Systems the opportunity for subsequent performance and if Wibu-Systems itself would not have been entitled to refuse subsequent performance. Only expenses that have led to successful subsequent performance are eligible for compensation.

B7.3     If the Customer has taken back the purchased item or the purchaser has reduced the purchase price, the subscription Customer shall only be entitled to recourse claims against Wibu-Systems if he himself could not have averted the return or reduction by subsequent performance.

B7.4     The amount of the Customer's right of recourse is limited to the net purchase price of the goods concerned.

C.     Special Provisions for Hosting Services

C1.     Operation

The hosting services are provided by Wibu Operating Services.

C2.     Data Centers

C2.1     The hosting services are provided in data centers run by subcontractors of Wibu-Systems. The operators may be replaced at Wibu-Systems' discretion. Wibu-Systems shall immediately announce any change of operator. The subcontractors currently commissioned by Wibu-Systems can be found on Wibu-Systems´ website (https://www.wibu.com/terms-conditions.html).

C2.2     The data centers are located in the territory of the Federal Republic of Germany. Wibu-Systems shall ensure that the storage location for the data of hosting services is only relocated to another territory with the prior consent of the Customer.

C2.3     The operators of the data centers are certified in accordance with ISO EN9001:2015 and ISO/IEC27001 for active quality and IT security management and will maintain this status at all times.

C3.     Disturbance Classes

C3.1     Wibu-Systems cannot completely rule out the possibility of a disturbance occurring during productive operation. Wibu-Systems evaluates each disturbance based on its effects and generally assigns it to one of three disturbance classes for the purpose of efficient and effective disturbance management:

• Class 1: Service not available
• Class 2: Limited service available
• Class 3: Service available, other disturbance

C3.2     The characteristics for classifying disturbances are described in the supplementary product-specific conditions.

C4.     System and Function Check

C4.1     Wibu-Systems regularly carries out automated system and function checks according to the current state of the art. These system and function checks serve to automatically rectify errors using scripts, to alert the Wibu Operating Services team and to monitor the availability of the system. The system and function check includes:

(a)     calling up functions of the hosting services,

(b)     the retrieval of status information, such as information about running processes,

(c)     monitoring the connection of hosting services to the Internet, for example by means of a query via a system located in another data center.

C4.2     Wibu-Systems shall regularly and independently adapt the system and function check to the current state of the art.

C4.3     All disturbances detected by the system and function check shall be analyzed by Wibu-Systems. The aim of the analysis is to continuously improve the system and function check so that similar disturbances are detected as far as this is technically possible and commercially reasonable.

C5.     Availability

C5.1     The availability of the hosting services describes the probability that the service will process the requests within the promised time frame. The availability of the respective hosting service per calendar month specified to the customer is defined in the supplementary product-specific Hosting conditions.

C5.2     Wibu-Systems shall use commercially reasonable efforts to ensure the availability of the hosting services in question as specified in the supplementary product-specific Hosting conditions. The availability of the system will be monitored and assessed as downtime as follows:

(a)     The automatic system and function check (§ C4) is performed once per minute. If two consecutive checks fail, the entire time between the checks is counted as downtime. The failure of a single check does not constitute downtime.

(b)     Disturbances that are not detected by the automatic system and function check shall be monitored manually. The notification of Wibu-Systems by the Customer shall be deemed the start of the downtime. The rectification of the disturbance shall be deemed the end of the downtime.

(c)     A hosting service is deemed to be down if there is a class 1 disturbance. A class 2 or 3 disturbance does not constitute an outage.

(d)     Periods of unscheduled maintenance and emergency maintenance are considered downtime.

C5.3     The following performance and availability issues are not considered downtime and therefore are not subject to the availability as defined in these GTC:

(a)     scheduled maintenance as described in § C6 below,

(b)     unavailability, interruption or delay of the internet connection,

(c)     DDOS attacks (Distributed Denial-Of-Service), virus attacks, or hacker attacks,

(d)     inability to function due to the fact that the Customer exceeds the maximum number of API function calls or the permitted number of transactions defined in the supplementary product-specific Hosting conditions,

(e)     problems resulting from the Customer's failure to implement a configuration or software change recommended in writing by Wibu-Systems in order to maintain the availability of the hosting services to the required extent,

(f)     circumstances that fall under § A3 para. 4 on force majeure.

C5.4     If the availability of the hosting services specified in the supplementary product-specific Hosting conditions is not achieved, Wibu-Systems shall grant the Customer a credit in accordance with § C10.

C6.     Maintenance

C6.1     Wibu-Systems endeavors to set up the hosting services in such a way that an interruption of the service is not necessary for updates to the software or due to other components involved. However, Wibu-Systems cannot completely rule out the possibility that events may occur that make it necessary to interrupt the service.

C6.2     If an interruption of the service cannot be avoided with economically reasonable efforts, Wibu-Systems shall keep the interruption as short as possible and will undertake any measures necessary at times of typically low usage (e.g., weekends at night).

C6.3     Maintenance work shall be announced at least two weeks in advance. In the case of acute events that require an interruption of service with less than two weeks' notice, Wibu-Systems reserves the right to carry out maintenance with a shorter lead time and without prior written notice.

C6.4     Hosting takes place in virtual machines, so that an interruption of availability due to maintenance of the hardware and infrastructure is only necessary in exceptional cases. The maintenance window for these exceptional cases shall be determined by the data center (§ C2) and, if an impairment of the service is to be expected, will be communicated to the Customer by Wibu-Systems immediately after becoming known.

C7.     Data Backup

C7.1     Wibu-Systems performs a daily backup of the hosted data.

C7.2     The daily backups are stored for at least 60 calendar days.

C8.     Disturbance Report

C8.1      Hosting services, supporting servers, firewalls and other security components of the service are constantly and proactively monitored by an automated monitoring system. Any disturbances are detected during operation and automatically reported to Wibu-Systems.

C8.2     In addition to the automatic disturbance report, the Customer may report disturbances to Wibu-Systems:

(a)     Report in the Wibu-Systems ticket system (https://support.wibu.com/) as a fault via the Wibu Operating Services (WOPS) form.

(b)     Telephone support hotline Monday to Friday from 08:00 - 17:00 (+49-721-93172-14). The time stated refers to Central European Time (CET) or Central European Summer Time (CEST) excluding all national public holidays in Germany.

C8.3     The support hotline provides support in German and English.

C9.     Introduction of Error Analysis and Corrective Measures

C9.1     Wibu-Systems implements automatic immediate measures that are carried out in the event of class 1 and 2 disturbances following the failure of system checks.

C9.2     Wibu-Systems employs an alarm system that alerts the WOPS team in the event of class 1 and 2 disturbances that cannot be rectified automatically.

C9.3     Wibu-Systems shall respond as quickly as possible to all reports of class 1 and 2 disturbances from the Customer:

(a)     Within the service times of the support hotline, disturbance analysis and rectification begin within a maximum of 1 hour (class 1) or 2 hours (class 2).

(b)     Outside the service hours of the support hotline, disturbances analysis and rectification shall begin as soon as possible, at the latest by 9 a.m. (CET or CEST) on the next working day at Wibu-Systems.

C9.4     Wibu-Systems shall begin analyzing class 3 disturbances during the next working day at Wibu-Systems. If necessary, Wibu-Systems and the Customer shall coordinate the start of the remedial measures.

C10.     Credit Voucher

C10.1     If the availability of the hosting service falls below the availability specified in the supplementary product-specific Hosting conditions, Wibu-Systems shall grant the Customer a credit voucher. The calculation refers to the respective calendar month and is calculated as follows:

Actual availability in % = (1 - (downtime in the calendar month [min]) /

(calendar days of the month * 24 * 60)) * 100

C10.2     Downtime in para. 1 is determined in accordance with the regulation in § C5.

C10.3     Based on the actual availability of the hosting service pursuant to para. 1, the Customer shall receive a one-off credit voucher for the calendar month in question as a percentage of the remuneration paid for that month, as defined in the supplementary product-specific Hosting conditions.

C10.4     The credit voucher shall be credited to the Customer's account upon request.

C10.5     The credit voucher shall primarily cover any reduction claims by the Customer that are caused by or related to the actual reduction in the Customer's usage options or access due to reduced availability. The Customer accepts this credit voucher in lieu of damages excluding all other remedies.

C11.     Limitation of Liability

The general liability regulation pursuant to § A7 shall apply with the proviso that the liability for simple negligence is limited per damage event to a maximum amount of € 10,000 or the value of the remuneration due in the current calendar year if this is lower.

C12.     Designated Technical Contact Person

C12.1     When commissioning a hosting service, the Customer designates a technical contact person. This person

(a)     manages any access to the hosting service,

(b)     is the contact person for maintenance planning,

(c)     receives notification of scheduled maintenance, and

(d)     receives the alarm message in the event of disturbances.

C12.2     Wibu-Systems must be informed promptly if the technical contact person changes.

C13.     Termination of Individual Contracts

C13.1     The Customer may terminate individual contracts for hosting services in writing at any time with a notice period of 90 calendar days to the end of the billing period.

C13.2     Wibu-Systems may terminate an individual contract in writing subject to the following notice periods in relation to the end of the billing period:

(a)     with a notice period of 30 calendar days if the Customer uses the service in a manner that does not comply with the features and functions specified by Wibu-Systems and the intended use. This is particularly the case if the Customer's application repeatedly exceeds the maximum number of API function calls, transactions, or containers/users specified in the relevant product-specific terms and conditions.

(b)     for any other reason with a notice period of 180 calendar days.

C13.3     30 days after termination of the individual contract, Wibu-Systems will delete the hosted Customer data and any access to the web interface. Wibu-Systems shall provide the Customer with his data in machine-readable form if the Customer so requests in writing within 30 days of termination of the individual contract.

D.     Special Provisions for Work and Services

D1.     Contents

D1.1     Wibu-Systems offers comprehensive support through the following services:

• Wibu Pre-Sales Consulting
• Wibu Consulting Services
• Wibu Training Services
• Wibu Support Services

D1.2     The content of the individual works and services shall be agreed individually with the Customer.

D2.     Dates

The dates for individual services shall be agreed individually between the Customer and Wibu-Systems.

D3.     Consulting Services, Training and Workshops

D3.1     Wibu-Systems designs training courses and workshops in such a way that an attentive participant can achieve the intended objectives. A specific gain in knowledge or training success is not guaranteed.

D3.2     The Customer shall ensure that the information provided to Wibu-Systems for the provision of individual consulting services is accurate and complete. § A4 para. 2 shall apply accordingly.

D3.3     Any recommendations are made to the best of the knowledge and belief of the Wibu-Systems employees responsible. Wibu-Systems accepts no liability for the actual occurrence of the described effects and the achievement of the stated goals.

D3.4     Wibu-Systems is not obliged to provide any accompanying documents unless the parties have agreed otherwise in writing.

D4.     Special Obligations of the Customer to Cooperate

D4.1     If Wibu-Systems performs services or produces a work for the Customer, the general duties to cooperate pursuant to § A4 shall also apply. In addition, the following provisions shall apply.

D4.2     If Wibu-Systems is to provide services in relation to the Customer´s software (e.g., installation, customization, connection, etc.), Wibu-Systems must be able to access it at the agreed time and must be provided with the necessary usage rights and user documentation.

D4.3     If Wibu-Systems provides services on the Customer´s premises as agreed, all necessary preparatory work must be completed by the Customer so that the services can be started immediately after the arrival of Wibu-Systems' employees and can be carried out without interruption. The Customer shall provide the employees with suitable workspaces that are equipped with the necessary technical appliances in working order. The Customer shall assist Wibu-Systems to the best of his ability in the operation of third-party equipment and other facilities and shall make it possible for performance to be rendered outside normal working hours, insofar as this is necessary.

D5.     Change Requests

D5.1     Until acceptance, the parties may at any time propose changes to the production of a work in writing ("Change Requests").

D5.2     Change Requests shall be reviewed promptly and a meaningful statement shall be issued. In particular, the expected effects on performance features, agreed schedules, timetables and estimated costs shall be addressed. If Wibu-Systems considers a Change Request from the Customer not to be feasible, or if the Customer does not wish to comply with a Change Request from Wibu-Systems, this decision must be justified. Otherwise, Wibu-Systems shall submit an offer for the desired change.

D5.3     Wibu-Systems reserves the right to charge the Customer for the costs of reviewing his Change Request and for preparing the concept on which the offer is based.

D5.4     A mutually agreed change to the production of a work shall be laid down in writing, including its effects on deadlines, costs, and use of resources. If no agreement is reached, the relevant work shall be produced as contractually agreed.

D6.     Acceptance

D6.1     Upon completion of the production of a work, Wibu-Systems shall notify the Customer so that he can carry out an acceptance test.

D6.2     The Customer shall accept the work if it meets the agreed acceptance criteria. Any defects identified during the acceptance test shall be recorded by the Customer in an acceptance report. Wibu-Systems shall without undue delay rectify any defects that prevent acceptance and make the work available again for acceptance. Any other defects shall be remedied by Wibu-Systems within the scope of the warranty (§ A6).

D6.3     A defect preventing acceptance exists if the work is unusable for the agreed purpose or if the Customer cannot reasonably be expected to use it even temporarily.

D6.4     The Customer may declare acceptance expressly or by conclusive action. In particular, the work shall also be deemed to be accepted if the Customer

(a)     uses the work productively, unless the use is clearly for the sole purpose of acceptance testing; or

(b)     he has not refused acceptance due to defects preventing acceptance within 14 calendar days of the work being made available for acceptance testing (para. 1).

D6.5     The provisions of para. 1 to 4 shall apply accordingly in the case of partial acceptance.

D7.     Copyright and Right of Use of Works

D7.1     Upon acceptance of a work, the Customer shall irrevocably receive the exclusive, spatially, and temporally unrestricted right to use as intended the components individually created for him. Any further use or exploitation of these components or their documentation (e.g., distribution, publication, or rent) is not permitted to the Customer.

D7.2     The Customer shall only receive a non-exclusive right of use to all other components of the work or its documentation – in particular to those components that are part of Wibu-Systems' toolset (e.g., its own tools or standard software) and that are also used for other Customers – to the extent as it is necessary to realize his rights under para. 1. The Customer is prohibited from any further independent use or exploitation of these components.

D7.3     By way of exception, the Customer shall be permitted to use the work for testing purposes prior to acceptance, insofar as this is necessary to carry out the acceptance test.

D7.4     If components from third-party manufacturers or open source software (collectively "third-party components") are integrated during the creation of individual software, Wibu-Systems shall inform the Customer accordingly. Unless otherwise agreed, the Customer shall be responsible for obtaining the necessary licenses for the third-party components in order to be able to use the individual software productively.

D8.     Remuneration

D8.1     Unless otherwise agreed, works and services shall be invoiced on a time and material basis. The Customer shall receive a report of the services rendered. The Customer must raise any objections in writing within a period of 14 calendar days. Once this period has expired, the report shall be deemed approved.

D8.2     In the case of regularly recurring services or services that are ongoing in nature, invoicing shall take place on a monthly, quarterly, or annual basis. In the latter case, the first service period shall be invoiced from the first day of the month following the conclusion of the contract until the end of the year. Subsequent service periods are invoiced at the beginning of the year for the calendar year.

Issue date: 2024-05-01

[Note: In the event of any deviations resulting from the translation, the formulation set forth in the German version shall prevail.]

download the General Terms and Conditions as pdf

Preamble

These terms and conditions apply to the hosting of Personal CmCloudContainers and Enterprise CmCloudContainers with the Seats fee model. In addition and in case of doubt, subordinate, the General Terms and Conditions (GTC) of Wibu-Systems apply.

1.     Scope – Description of services, access, and usage rights

1.1     Wibu-Systems provides the Customer with CmCloudContainer as SaaS (Software as a Service), hereinafter referred to as CmCloudSaaS, in a cloud operated by Wibu-Systems in a data center. The provision of CmCloudSaaS enables the following actions:

(a)     Create and manage CmCloudContainers via CmCloud Dashboard or CmCloud Management-REST-API.

(b)     Access and use of CmCloudContainers from CodeMeter runtime environments via the CodeMeter Core-API, hereinafter referred to as API-Function-Calls.

1.2     In order to support different Customer use cases, Wibu-Systems provides the following options for productive operation:

Item number	Designation
6620-10-100	Hosting CodeMeter Cloud Seats prepaid Seats for Personal and Enterprise CmCloudContainers
6620-10-200	Hosting CodeMeter Cloud Seats additional used Seats for Personal and Enterprise CmCloudContainers
6620-80-100	CodeMeter Cloud REST-API for managing CmCloudContainers

Table 1: Functional scope of the service

1.3     Definition of a Seat (workstation): A seat is a real or virtual instance of a computer that a user can use independently of other users. In particular, a computer, a virtual machine, a terminal server session or a container instance in containerized environments such as Docker is considered a Seat.

1.4     Wibu-Systems offers two types of CmCloudContainers:

(a)     A Personal CmCloudContainer allows license access by a single user from up to three (3) Seats simultaneously. Licenses in a Personal CmCloudContainer can only be used with Seats that are directly connected to CmCloudSaaS via the CodeMeter runtime environment. The use of a Personal CmCloudContainer in environments that require network licenses, such as terminal servers or containerized environments, is excluded.

(b)     An Enterprise CmCloudContainer can be shared by multiple users or devices and can be used on up to 500 Seats simultaneously. Both Seats that are connected directly via the CodeMeter runtime environment and Seats that are indirectly connected to CmCloudSaaS via one or more CodeMeter runtime environments are counted equally as Seats. The Customer can adjust the maximum permitted number of Seats for an Enterprise CmCloudContainer himself.

1.5     A Credentials File is available for each CmCloudContainer, which must be imported into the CodeMeter runtime environment in order to gain access to the respective CmCloudContainer. This Credentials File can be created manually in the CmCloud dashboard or in CodeMeter License Portal as well as automatically via the CmCloud-Management-REST-API.

1.6     API-Function-Calls include

(a)     all CodeMeter Core API-Calls explicitly integrated into a software by the Customer,

(b)     all CodeMeter Core API-Calls implicitly integrated into a software that were generated by tools provided by Wibu-Systems (e.g., CodeMeter Protection Suite) and

(c)     all implicit CodeMeter Core API-Calls made by Wibu-Systems tools (e.g., CodeMeter WebAdmin, CodeMeter License Editor, CmBoxPgm, cmu, CmDust).

1.7     API-Function-Calls added by Wibu-Systems in future versions of CmCloudSaaS and the CodeMeter runtime environment will be defined by Wibu-Systems by updating Appendix A - Definition API-Function-Calls. Wibu-Systems will endeavor to ensure that the API-Calls are backward compatible with previous versions of the API.

1.8     To ensure consistent availability and performance of CmCloudSaaS, API-Function-Calls are limited to a maximum of 200.000 calls per seat per month. This limitation is not intended to affect the normal use of CmCloudSaaS but is intended to protect against accidental and unexpected increases in API-Function-Calls by applications that make exceptionally demanding requests.

1.9     Wibu-Systems grants the Customer a revocable, non-exclusive and non-transferable right to access CmCloudSaaS during the agreed term and to use it in accordance with these Terms and Conditions. Wibu-Systems shall provide the Customer with the necessary passwords and access data for access to CmCloudSaaS.

1.10     If the use of CmCloudSaaS makes it necessary for the Customer to distribute certain software components of Wibu-Systems together with his own software, the following provisions shall apply:

(a)     The Customer may integrate the Wibu-Systems software libraries required for the use of Wibu-Systems' protection systems into his computer programs or data in order to protect them from unauthorized use or to monitor their use as described in the respective manual.

(b)     The Customer may also sublicense and supply the integrated Wibu-Systems software libraries together with the Customer's computer programs and data to distributors and end customers and distribute the Wibu-Systems runtime software as part of the Customer's protected software. The end customers shall have the right to use the Wibu-Systems software libraries and the Wibu-Systems runtime software as components of the Customer's protected computer programs and data in accordance with these Terms and Conditions.

2.     Disturbance classes

2.1     Class 1 - CmCloudSaaS is not available

API-Function-Calls (e.g. access and/or use of CmCloudContainers) to more than ten (10) different Personal CmCloudContainers or one or more Enterprise CmCloudContainers with a total of more than ten (10) Seats on more than ten (10) different CodeMeter runtime environments are not possible, although the Customer's Internet connection is functional (e.g., web browsers can access external websites).

2.2     Class 2 - CmCloudSaaS is available with restrictions

API-Function-Calls (e.g. access and/or use of CmCloudContainers) to more than ten (10) different Personal CmCloudContainers or one or more Enterprise CmCloudContainers with a total of more than ten (10) Seats on more than ten (10) different CodeMeter runtime environments cannot be performed in an acceptable time. An unacceptable amount of time is defined as a response time that is more than five (5) seconds longer than the expected maximum response time specified in Appendix A - Definition API-Function-Calls. The response time is defined as the time between the receipt by CmCloudSaaS and the output of the response from CmCloudSaaS for the API-Function-Call.

2.3     Class 3 - CmCloudSaaS is available

Some of the Customer's end customers experience outages that are not assigned to disturbance class 1 or 2.

2.4     If the outage was not caused by the CmCloudSaaS-System (e.g. outage due to interruption of the internet connection), this outage is not counted as downtime.

3.     Availability

3.1     CmCloudSaaS data is stored on a database cluster so that CmCloudSaaS and the data remain available in the event of a single hardware failure.

3.2     Wibu-Systems makes commercially reasonable efforts to ensure an availability of CmCloudSaaS of 99.95% per calendar month.

3.3     A malfunction of CmCloudSaaS that occurs due to exceeding the permitted API-Function-Calls per Seat and month in accordance with § 1 para. 8 does not constitute a failure. Wibu-Systems shall be responsible for providing evidence that the limit has been exceeded.

3.4     If the specified availability of CmCloudSaaS pursuant to § 3 para. 1 is not achieved, Wibu-Systems shall grant the Customer a one-off credit for the calendar month concerned as a percentage of the remuneration paid for that month in accordance with GTC § C10 (only the line with the highest percentage is counted):

Availability within one calendar month	Credit
Less than 99.95%, but more than 99.9%	10%
Less than 99.9%, but more than 99.5%	20%
Less than 99.5%, but more than 99.0%	50%
Less than 99.0%	100%

Table 2: Credit if availability is not reached

4.     Maintenance

Should maintenance become necessary that could impair the availability of CmCloudSaaS, it will be carried out in accordance with GTC § C6 para. 2 to 4.

5.     Quantity structure and fees

5.1     The required data capacity generally correlates with the number of CmCloudContainers and their simultaneous use by Seats. Fees are therefore incurred for the use of CmCloudSaaS, which are based on the number of Seats as defined in § 1 para. 3, are to be paid by the Customer and are billed per calendar month according to coordinated universal time (UTC).

5.2     Each Personal CmCloudContainer used is billed as one (1) Seat, even if it can technically be used on up to three (3) Seats simultaneously. Enterprise CmCloudContainers are billed according to the maximum number of Seats that have used this Enterprise CmCloudContainer simultaneously in the calendar month.

5.3     The Customer places a written order with Wibu-Systems or a Wibu-Systems sales partner for a certain number of Seats ("Prepaid Seats"). The Customer may change the number of Prepaid Seats ordered once a month by placing a new written order as follows:

(a)     An increase of Prepaid Seats is possible at any time and will take effect at the beginning of the next month, provided the order is received at least five (5) working days before the end of the month.

(b)     A reduction of Prepaid Seats is possible with a notice period of 30 calendar days to the end of the month.

5.4     The Customer assigns the Prepaid Seats to the created Personal CmCloudContainers (implicitly) and/or Enterprise CmCloudContainers (explicitly) as required. In addition to the Prepaid Seats, the Customer may assign further Personal CmCloudContainers and/or assign further Seats to Enterprise CmCloudContainers at his own discretion. In this case, the number of Seats used simultaneously ("Concurrent Seats") may be higher than the number of Prepaid Seats.

5.5     If not all Prepaid Seats are used in a month, there will be no refund for the unused Seats.

5.6     Wibu-Systems or a Wibu-Systems sales partner shall invoice the Customer for the fees owed as follows:

(a)     monthly, quarterly, semi-annually or annually in advance for the fees resulting from the number of Prepaid Seats ordered,

(b)     monthly or quarterly in arrears for all additional fees incurred as a result of exceeding the ordered Prepaid Seats in accordance with § 5 para. 3.

5.7     All fees and amounts set out in these Hosting Conditions or an Order are exclusive of taxes. The Customer shall be solely responsible for the proper payment of all sales, service, value-added, use‑, excise and other taxes imposed by governmental authorities on the Customer for services provided by Wibu-Systems to the Customer under these Hosting Conditions.

Appendix A – Definition of API-Function-Calls

The following defines which CodeMeter Core API calls are counted as API-Function-Calls.

Compared to the complete listing according to the Core API Help, some API-Calls are missing in the following listings because they either cannot be used for Universal Firm Code or the execution is not passed on to CmCloudSaaS.

The maximum response time for all API-Function-Calls listed below is one second.

The following Core-API-Functions are counted as API-Function-Calls:

• CmCalculateSignature
• CmCrypt
• CmCrypt2
• CmCryptEcies
• CmCryptSim
• CmCryptSim2
• CmGetPublicKey
• CmGetSecureData
• CmAccess
• CmAccess2
• CmExecuteRemoteUpdate
• CmGetBoxContents
• CmGetBoxInhalt2
• CmGetBoxes
• CmGetInfo
• CmGetRemoteContext
• CmGetRemoteContext2
• CmGetRemoteContextBuffer
• CmRelease
• CmRevalidateBox
• CmSetRemoteUpdate
• CmSetRemoteUpdate2
• CmSetRemoteUpdateBuffer

Issue date: 2024-05-01

[Note: In the event of any deviations resulting from the translation, the formulation set forth in the German version shall prevail.]

download the CodeMeter Cloud Hosting conditions as pdf

Preamble

These terms and conditions apply to the hosting of CodeMeter Cloud Lite for the hosting packages:

• Hosting CodeMeter Cloud Lite Package S
• Hosting CodeMeter Cloud Lite Package M
• Hosting CodeMeter Cloud Lite Package L

In addition and in case of doubt, subordinate, the General Terms and Conditions (GTC) of Wibu-Systems apply.

1.     Scope – Description of services, access and usage rights

1.1     Wibu-Systems provides the Customer with CodeMeter Cloud Lite as SaaS (Software as a Service), hereinafter referred to as CmCloudLiteSaaS, in a cloud operated by Wibu-Systems in a data center. The hosting services include:

(a)     Provision and maintenance of infrastructure

(b)     Installation of the application according to the selected scope of functions

(c)     Automatic monitoring of the functionality of the infrastructure

(d)     Automatic monitoring of CodeMeter Cloud Lite

(e)     Maintenance of the operating system (updates and security patches)

(f)     Maintenance of the CodeMeter Cloud Lite application (updates and security patches)

(g)     Creation of a daily snapshot of the virtual machine.

1.2     CmCloudLiteSaaS is used via the CodeMeter Cloud Lite API, hereinafter referred to as API-Function-Calls. The API-Function-Calls enable the following actions:

(a)     Activate and deactivate licenses using CodeMeter Cloud Lite Access-REST-API

(b)     Manage licenses with CodeMeter Cloud Lite Management-REST-API

1.3     API-Function-Calls added by Wibu-Systems in future versions of CmCloudLiteSaaS will be defined by Wibu-Systems by updating Appendix A - Definition API-Function-Calls. Wibu-Systems will endeavor to ensure that the API-Calls are backward compatible with previous versions of the API.

1.4     Wibu-Systems provides the following hosting packages and options for productive operation to support different Customer use cases:

Item number	Designation
6630-01	Hosting CodeMeter Cloud Lite Package S
6630-02	Hosting CodeMeter Cloud Lite Package M
6630-03	Hosting CodeMeter Cloud Lite Package L
6631-01, 6631-02, 6631-03	Additional 1,000,000 calls for CodeMeter Cloud Lite Package S, M, L
6632-01, 6632-02, 6632-03	Additional CmContainer/User for CodeMeter Cloud Lite Package S, M, L
6633-01	Hosting CodeMeter Cloud Lite REST-API for retrieving usage statistics
6619-03	Hosting CodeMeter Cloud Lite operated by Wibu Operating Service on infrastructure of ISV, per line/instance

Table 1: Hosting packages and options

1.5     To ensure consistent availability and performance of CmCloudLiteSaaS, the number of usable containers/users and the number of API-Function-Calls per month is limited depending on the selected CodeMeter Cloud Lite hosting package. This limitation is not intended to affect the normal use of CmCloudLiteSaaS but is intended to protect against accidental and unexpected increases in API-Function-Calls by applications making exceptionally demanding requests.

1.6     Wibu-Systems grants the Customer a revocable, non-exclusive and non-transferable right to access CmCloudLiteSaaS during the agreed term and to use it in accordance with these Honsting Conditions. Wibu-Systems shall provide the Customer with the necessary passwords and access data for access to CmCloudLiteSaaS.

2.     Disturbance classes

2.1     Class 1 - CmCloudLiteSaaS is not available

All users/devices cannot perform all or some API-Function-Calls (e.g., assigning licenses to a user, assigning or releasing licenses), although they can reach the service.

2.2     Class 2 - CmCloudLiteSaaS is available with restrictions

Some users/devices cannot perform all or some API-Function-Calls or cannot do so in an acceptable time, although they can reach the service. Other users/devices can complete all API-Function-Calls. An unacceptable time is defined as a response time that is more than 5 seconds longer than the expected maximum response time specified in Appendix A - Definition of API-Function-Calls. The response time is defined as the time between CmCloudLiteSaaS receiving and issuing the response from CmCloudLiteSaaS for the API-Function-Call.

2.3     Class 3 - CmCloudLiteSaaS is available

Failures occur with individual users/devices that are not assigned to disturbance class 1 or 2.

2.4     If an outage of CmCloudLiteSaaS is caused by an outage of the underlying CodeMeter License Central, this outage is not counted as downtime.

2.5     If the outage was not caused by the CmCloudLiteSaaS system (e.g. outage due to interruption of the Internet connection), this outage is not counted as downtime.

3.     Availability

3.1     Wibu-Systems will use commercially reasonable efforts to ensure the availability of CmCloudLiteSaaS. Since CmCloudLiteSaaS is based on CodeMeter License Central, the availability depends on the CodeMeter License Central hosting package used as follows:

Item number	CodeMeter License Central hosting package	Availability
6612-01	High Availability Package	99.9%
6611-01	High Performance Edition	99.7%
6610-01	Dedicated Server	99.5%

Table 2: Availability of the service depending on the selected CodeMeter License Central hosting package

3.2     A malfunction of CmCloudLiteSaaS caused by exceeding the quantity framework according to the selected License Central hosting package does not constitute a failure. Wibu-Systems shall be responsible for providing evidence of the overrun.

3.3     If the specified availability of CmCloudLiteSaaS pursuant to § 3 para. 1 is not achieved, Wibu-Systems shall grant the Customer a one-off credit for the calendar month concerned as a percentage of the remuneration paid for that month in accordance with GTC § C10 (only the line with the highest percentage is counted):

Availability within one calendar month	Credit depending on the selected CodeMeter License Central hosting package
	High Availability Package	High Performance Edition	Dedicated Server
Less than 99.9%, but more than 99.7%	10%	/	/
Less than 99.7%, but more than 99.5%	25%	10%	/
Less than 99.5%, but more than 99.0%	50%	25%	10%
Less than 99.0%, but more than 95.0%	100%	50%	50%
Less than 95.0%	100%	100%	100%

Table 3:    Credit if availability falls below the limit depending on the selected CodeMeter License Central hosting package

4.     Maintenance

4.1     Should maintenance become necessary that could impair the availability of CmCloudLiteSaaS, it will be carried out in accordance with GTC § C6 para. 2 to 4.

4.2     CmCloudLiteSaaS is not available during maintenance of the underlying CodeMeter License Central.

5.     Quantity structure and fees

5.1     The required computing power generally correlates with the number of containers/users used and the number of API-Function-Calls. Fees are therefore incurred for the use of CodeMeterCloudLiteSaaS depending on the CodeMeter Cloud Lite hosting package selected.

Item number	Designation	Quantity Container / User	Quantity Calls per month
6630-01	Hosting CodeMeter Cloud Lite Package S	100	100 million
6630-02	Hosting CodeMeter Cloud Lite Package M	1,000	1,000 million
6630-03	Hosting CodeMeter Cloud Lite Package L	10,000	10,000 million

Table 4: User quantity structure of the service depending on the selected Hosting package

5.2     The Customer places a written order with Wibu-Systems or a Wibu-Systems sales partner for the selected hosting package. The Customer may change the hosting package by placing a new written order with Wibu-Systems or a Wibu-Systems sales partner.

(a)     An upgrade of the hosting package is possible at any time and becomes effective at the beginning of the next month, provided the order is received at least 5 working days before the end of the month.

(b)     A downgrade of the hosting package is possible with a notice period of 30 calendar days to the end of the month.

5.3     If not all containers/users or API-Function-Calls are used in a month, no refund will be made.

5.4     The number of containers/users and API-Function-Calls used is recorded monthly and compared with the selected CodeMeter Cloud Lite hosting package.

5.5     Wibu-Systems or a Wibu-Systems sales partner shall invoice the Customer for the fees owed as follows:

(a)     monthly, quarterly, semi-annually or annually in advance for the fees resulting from the selected CodeMeter Cloud Lite hosting package,

(b)     monthly or quarterly in arrears for all additional fees incurred as a result of exceeding the permitted values in accordance with the selected hosting package.

5.6     All fees and amounts set out in these Hosting Conditions or an Order are exclusive of taxes. The Customer shall be solely responsible for the proper payment of all sales, service, value-added, use, excise and other taxes imposed by governmental authorities on the Customer for services provided by Wibu-Systems to the Customer under these Hosting Conditions.

Appendix A – Definition of API-Function-Calls

The following defines which CodeMeter Cloud Lite API calls are counted as API-Function-Calls.

The maximum response time for all API-Function-Calls listed below is one second.

The following Access REST-API-Functions are counted as API-Function-Calls:

• <URL>/cloudlite/getsummary
  (Get an overview of all available licenses)
• <URL>/cloudlite/getcontents2
  (Get information about all available licenses)
• <URL>/cloudlite/access
  (Allocate License)
• <URL>/cloudlite/release
  (License Release)
• <URL>/cloudlite/getcontentsforhandle2
  (Get information about all available licenses)
• <URL>/cloudlite/revalidate
  (Renew License Access)
• <URL>/cloudlite/decreaseunitcounter
  (Decrement Unit Counters)

The following Management REST-API-Functions are counted as API-Function-Calls:

• <URL>/cloudlite/manager/licensesofticket3
  (Determine licenses of a ticket)
• <URL>/cloudlite/manager/assignlicensestouser2
  (Assign licenses of a user)
• <URL>/cloudlite/manager/licensesofuser2
  (Determine licenses of a ticket)
• <URL>/cloudlite/manager/removelicensesfromuser
  (Cancel assignment of licenses to a user)
• <URL>/cloudlite/manager/autoupdateusercontainer
  (Apply Licenses for user)
• <URL>/cloudlite/manager/getversion
  (Query the version number of the Web-Services)

Issue date: 2024-05-01

[Note: In the event of any deviations resulting from the translation, the formulation set forth in the German version shall prevail.]

download the CodeMeter Cloud Lite Hosting conditions as pdf

Preamble

These conditions apply to the hosting of CodeMeter License Central for the editions:

• Datacenter Edition
• Dedicated Server
• High Performance Edition
• High Availability Package

In addition and in case of doubt, subordinate, the General Terms and Conditions (GTC) of Wibu-Systems shall apply.

1.     Scope – Description of services, access, and usage rights

1.1      Wibu-Systems provides the Customer with CodeMeter License Central as SaaS (Software as a Service), hereinafter referred to as CmLicenseCentralSaaS, in a hosting center operated by Wibu-Systems in a data center. The hosting services include:

(a)     Provision and maintenance of infrastructure

(b)     Redundant installation of the systems according to the selected hosting package

(c)     Automatic monitoring of the functionality of the infrastructure

(d)     Automatic monitoring of CodeMeter License Central

(e)     Maintenance of the operating system (updates and security patches)

(f)     Maintenance of the CodeMeter License Central application (updates and security patches)

(g)     Creation of a daily snapshot of the virtual machine

1.2     In order to ensure consistent availability and performance of CmLicenseCentralSaaS, Wibu-Systems provides the Customer with the following hosting packages with performance data for productive operation in accordance with § 5 para. 2:

Item Number	Designation
6600-01	Hosting CodeMeter License Central Datacenter Edition (for 1 year)
6610-01	Hosting CodeMeter License Central Dedicated Server (for 1 year)
6611-01	Hosting CodeMeter License Central High Performance Edition (for 1 year)
6612-01	Hosting CodeMeter License Central High Availability Package (for 1 year)
6613-01	Extension of High Availability Package by an additional line (for 1 year)

Table 1: Hosting packages

1.3     If the Customer integrates CodeMeter License Central into his ERP landscape for the purpose of automated business process handling using the CodeMeter License Central Extensions and/or CodeMeter License Central Connectors provided, the customer-specific integration requires separate systems (Dedicated Server) for the development of interfaces (D-System) and for the verification of the handling processes (Q-System).

Item Number	Designation
6610-04	Hosting CodeMeter License Central Q-System Including CodeMeter License Central Dedicated Server (for 1 year)
6610-05	Hosting CodeMeter License Central D-System Including CodeMeter License Central Dedicated Server (for 1 year)

Table 2: Development systems

1.4     Wibu-Systems grants the Customer a revocable, non-exclusive and non-transferable right to access CmLicenseCentralSaaS during the agreed term and to use it in accordance with these Hosting Conditions. Wibu-Systems shall provide the Customer with the necessary passwords and access data for access to CmLicenseCentralSaaS.

2.     Disturbance classes

2.1     Class 1 - CmLicenseCentralSaaS is not available

All or some business transactions (e.g., creating tickets, activating licenses) cannot be carried out by any user/device.

2.2     Class 2 - CmLicenseCentralSaaS is available with restrictions

Several users/devices cannot carry out all or individual business transactions or cannot do so in an acceptable time, although they can reach CmLicenseCentralSaaS. Other users/devices can carry out all business transactions.

2.3     Class 3 - CmLicenseCentralSaaS is available

Failures occur with individual users/devices that are not assigned to disturbance class 1 or 2.

2.4     If the outage was not caused by the CmLicenseCentralSaaS system (e.g. outage due to interruption of the Internet connection), this outage is not counted as downtime.

3.     Availability

3.1     Wibu-Systems will make commercially reasonable efforts to ensure the availability of CmLicenseCentralSaaS depending on the selected hosting package as follows:

Item Number	Designation	Availability
6612-01	High Availability Package	99.9%
6611-01	High Performance Edition	99.7%
6610-01	Dedicated Server	99.5%
6600-01	Datacenter Edition	99.5%

Table 3: Availability of the service depending on the selected hosting package

3.2     A malfunction of CmLicenseCentralSaaS that occurs due to the monthly or hourly transaction volume being exceeded in accordance with § 5 para. 2 does not constitute a failure. Wibu-Systems shall be responsible for providing evidence of the overrun.

3.3     If the specified availability of CmLicenseCentralSaaS pursuant to § 3 para. 1 is not achieved, Wibu-Systems shall grant the Client a one-off credit for the calendar month in question as a percentage of the remuneration paid for that month in accordance with GTC § C10 (only the line with the highest percentage is counted):

Availability within one calendar month	Credit
	High Availability Package	High Performance Edition	Dedicated Server	Datacenter Edition
Less than 99.9%, but more than 99.7%	10%	/	/	/
Less than 99.7%, but more than 99.5%	25%	10%	/	/
Less than 99.5%, but more than 99.0%	50%	25%	10%	10%
Less than 99.0%, but more than 95.0%	100%	50%	50%	50%
Less than 95.0%	100%	100%	100%	100%

Table 4: Credit in the event of lower availability depending on the selected hosting package

4.       Maintenance

4.1     Should maintenance become necessary that could impair the availability of CmLicenseCentralSaaS, it will be carried out in accordance with GTC § C6 para. 2 to 4.

4.2     Maintenance work for the purpose of

(a)     Program updates from CodeMeter License Central

(b)     Maintenance on the hardware for the FSB (Firm Security Box)

is carried out in consultation with the Customer. The frequency of updates depends on the Customer's requirements. The required maintenance time and duration is agreed and planned with the Customer.

5.     Quantity structure and fees

5.1     The number of transactions for the various hosting packages is based on a calculation that ensures undisturbed regular operation.

5.2     The following transactions are counted:

(a)     An activation / deactivation per license is the creation, modification or deletion of a Product Item in a CmContainer. An activation process can contain several items (CodeMeter License Central Item). Each item can contain several product items. An activation process can therefore contain several activations / deactivations per license. All activations / deactivations are counted, regardless of the interface used to carry them out. Interfaces are in particular the web interface for the Customer, a license portal (e.g., WebDepot or CustomDepot), the gateways and the web services.

(b)     A license request per article is each article that is contained in a ticket request. If a ticket query contains n articles, these are n license queries per article. All corresponding calls in a license portal (e.g., WebDepot or CustomDepot) or via the gateways are counted as a ticket query. These are in particular the calls of the functions doGetTicketInformation, getTicketInformation or derived functions and the license overview in the license portal.

(c)     A web service call is a call to a CodeMeter License Central web service by the Customer's own application or a connector.

Item Number	Designation	Activations / Deactivations per license (month / hour)	License requests per article (month / hour)	WebService calls (month / hour)
6600-01	Datacenter Edition	1,500 / 15	50,000 / 500	-
6610-01	Dedicated Server	3,000 / 30	250,000 / 2,500	250,000 / 2,500
6611-01	High Performance Edition	25,000 / 250	250,000 / 2,500	250,000 / 2,500
6612-01	High Availability Package	50,000 / 500	500,000 / 5,000	500,000 / 5,000
6613-01	Extension High Availability Package by a further line	+25,000 / +250	+250,000 / +2,500	+250,000 / +2,500

Table 4: Quantity structure of hosting packages per month / hour

5.3     All transactions are recorded both monthly and hourly. The value per hour is calculated as a burst value (maximum value) of the value per month and is listed separately in the table above.

5.4     If the monthly transaction volume from the "Datacenter Edition" hosting package is exceeded as defined below, Wibu-Systems is entitled to automatically switch the customer to the "Dedicated Server" hosting package at the list price valid at the time of the switch and to charge the difference starting from the following month. The following criteria apply alternatively:

(a)     Exceeding the transaction volume by more than 100 % in three consecutive months.

(b)     Exceeding the transaction volume by more than 400 % within one month.

5.5     For all other overruns, an upgrade to a higher level hosting package will be decided cooperatively between Wibu-Systems and the Customer.

5.6     The hosting fee is payable annually. Wibu-Systems or a Wibu-Systems sales partner will invoice the Customer at the beginning of the respective service period.

5.7     All fees and amounts set out in these Hosting Conditions or an Order are exclusive of taxes. The Customer shall be solely responsible for the proper payment of all sales, service, value added, use, excise and other taxes imposed by governmental authorities on the Customer for services provided by Wibu-Systems to the Customer under these Hosting Conditions.

Issue date: 2024-05-01

[Note: In the event of any deviations resulting from the translation, the formulation set forth in the German version shall prevail.]

download the CodeMeter License Central Hosting conditions as pdf

Preamble

These terms and conditions apply to the hosting of CodeMeter License Portal including the following extensions:

• Single Level User Management (Basic)
• Multi-Level User Management
• Extension CodeMeter Cloud Support

In addition and in case of doubt, subordinate, the General Terms and Conditions (GTC) of Wibu-Systems shall apply.

1.     Scope – Description of services, access, and usage rights

1.1     Wibu-Systems provides the Customer with CodeMeter License Portal as SaaS (Software as a Service), hereinafter referred to as CmLicensePortalSaaS, in a hosting center operated by Wibu-Systems in a data center. The hosting services include:

(a)     Provision and maintenance of infrastructure

(b)     Installation of the application according to the selected scope of functions

(c)     Automatic monitoring of the functionality of the infrastructure

(d)     Automatic monitoring of CodeMeter License Portal

(e)     Maintenance of the operating system (updates and security patches)

(f)     Maintenance of the CodeMeter License Portal application (updates and security patches)

1.2     Creation of a daily snapshot of the virtual Machine CmLicensePortalSaaS requires CodeMeter License Central Edition Dedicated Server or higher.

1.3     In order to support different customer use cases, CmLicensePortalSaaS provides the following range of functions with performance data in accordance with § 5 para. 2:

Item Number	Designation
6624-20001-HP	Hosting CodeMeter License Portal - Single Level User Management
6624-20002-HP	Hosting CodeMeter License Portal - Extension CodeMeter Cloud Support
6624-20003-HP	Hosting CodeMeter License Portal - Extension Multi Level User Management
6624-20004-HP	Hosting CodeMeter License Portal - Extension Electronic Software Distribution
6624-20005-HP	Hosting CodeMeter License Portal - Extension License Creation

Table 1: Functional scope of the service

1.4     Wibu-Systems grants the customer a revocable, non-exclusive, and non-transferable right to access CmLicensePortalSaaS during the agreed term and to use it in accordance with these terms and conditions. Wibu-Systems shall provide the client with the necessary passwords and access data for access to CmLicensePortalSaaS.

2.     Disturbance classes

2.1     Class 1 - CmLicensePortalSaaS is not available

All or some business processes (e.g., creating tickets, activating licenses) cannot be carried out by any user/device.

2.2     Class 2 - CmLicensePortalSaaS is available with restrictions

Several users/devices cannot perform all or individual business transactions or cannot perform them in an acceptable time, although they can reach CmLicensePortalSaaS. Other users/devices can carry out all business transactions.

2.3     Class 3 - CmLicensePortalSaaS is available

Failures occur with individual users/devices that are not assigned to fault class 1 or 2.

2.4     If the outage of CmLicensePortalSaaS is caused by an outage of the underlying CodeMeter License Central, this failure is not counted as downtime.

2.5     If the outage was not caused by the CmLicensePortalSaaS system (e.g., outage due to interruption of the internet connection), this outage is not counted as downtime.

3.     Availability

3.1     Wibu-Systems will use commercially reasonable efforts to ensure the availability of CmLicensePortalSaaS. Since CmLicensePortalSaaS is based on CodeMeter License Central, the availability depends on the CodeMeter License Central hosting package used as follows:

Item Number	CodeMeter License Central Hosting Package	Availability
6612-01	High Availability Package	99.9 %
6611-01	High Performance Edition	99.7 %
6610-01	Dedicated Server	99.5%

Table 2: Availability of the service depending on the selected CodeMeter License Central hosting package

3.2     A malfunction of CmLicensePortalSaaS caused by exceeding the quantity framework according to the selected License Central hosting package does not constitute a failure. Wibu-Systems shall be responsible for providing evidence of the overrun.

3.3     If the specified availability of CmLicensePortalSaaS is not achieved in accordance with § 3 para. 1, Wibu-Systems shall grant the customer a one-off credit for the calendar month in question as a percentage of the remuneration paid for that month in accordance with GTC § C10 (only the line with the highest percentage is counted):

Availability within one calendar month	Credit depending on the selected CodeMeter License Central hosting package
	High Availability Package	High Performance Edition	Dedicated Server
Less than 99.9%, but more than 99.7%	10%	/	/
Less than 99.7%, but more than 99.5%	25%	10%	/
Less than 99.5%, but more than 99.0%	50%	25%	10%
Less than 99.0%, but more than 95.0%	100%	50%	50%
Less than 95.0%	100%	100%	100%

Table 3: Credit in the event of lower availability depending on the selected CodeMeter License Central hosting package

4.     Maintenance

4.1     Should maintenance become necessary that could impair the availability of CmLicensePortalSaaS, it will be carried out in accordance with GTC § C6 para. 2 to 4.

4.2     CmLicensePortalSaaS is not available during maintenance of the underlying CodeMeter License Central.

5.     Quantity structure and fees

5.1     The number of transactions carried out by end users is technically unlimited.

5.2     The number of users available in CmLicensePortalSaaS is limited as follows, depending on the CodeMeter License Central hosting package used:

CodeMeter License Central Hosting Package	Number of ISV Admins	Number of Group Levels	Number of End Users
Dedicated Server	5	5	10,000
High Performance Edition	10	10	25,000
High Availability Package	unlimited	unlimited	unlimited

Table 4: User quantity structure of the service depending on the selected CodeMeter License Central hosting package

5.3     If the average number of users permanently exceeds the specified user limits, Wibu-Systems is entitled to automatically switch the customer to the "next largest" CodeMeter License Central hosting package at the list price valid at the time of the switch and to charge the difference from the following month. Alternatively, the following criteria apply:

(a)     Exceeding the user limits by more than 100 % in three consecutive months.

(b)     Exceeding the user limits by more than 400 % within one month.

5.4     The hosting fee is payable annually. Wibu-Systems or a Wibu-Systems sales partner will invoice the Customer at the beginning of the respective service period.

5.5     All fees and amounts set out in these Hosting Conditions or an Order are exclusive of taxes. The Customer shall be solely responsible for the proper payment of all sales, service, value added, use, excise, and other taxes imposed by governmental authorities on the Customer for services provided by Wibu-Systems to the Customer under these Hosting Conditions.

Issue date: 2024-05-01

[Note: In the event of any deviations resulting from the translation, the formulation set forth in the German version shall prevail.]

download the CodeMeter License Portal conditions as pdf