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General Terms & Conditions for the
Camunda Cloud Self-Managed Free Edition

IMPORTANT – READ CAREFULLY. THESE GENERAL TERMS & CONDITIONS FOR THE CAMUNDA CLOUD SELF-MANAGED FREE EDITION (“TERMS”) SETS FORTH THE LEGAL TERMS AND CONDITIONS WHICH GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER” OR “YOU”) AND CAMUNDA (“CAMUNDA”) – BOTH TOGETHER “THE PARTIES” – AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA CLOUD SELF-MANAGED (“CAMUNDA CLOUD”). IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU SHOULD NOT CLICK ON THE “ACCEPT-BUTTON” ON THE CAMUNDA CLOUD SELF-MANAGED FREE EDITION SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD CAMUNDA CLOUD. DO NOT ACCEPT THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THESE TERMS AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT-BUTTON” ON THE CAMUNDA CLOUD SELF-MANAGED FREE EDITION SIGN UP PAGE YOU WILL BE GRANTED ACCESS TO DOWNLOAD CAMUNDA CLOUD, AND THESE TERMS WILL BE EFFECTIVE IMMEDIATELY.

  1. Grant of Rights; Restrictions; Feedback

    1. Grant of Rights. Subject to these Terms, and solely during the term of these Terms, Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) use Camunda Cloud and (ii) use the documentation, training materials or other materials supplied by Camunda or downloaded at https://docs.camunda.io/docs/guides/ to enable such use and pursuant to the restrictions set forth in these Terms. The right to use the components Operate, Tasklist and Optimize is solely granted for internal non-productive usage and development purposes. All of the documentation provided to Customer pursuant to these Terms is copyrighted by Camunda and is licensed to Customer solely for Customer’s use during the term of these Terms. Except for such use, Customer does not have the right to copy or redistribute the documentation.

    2. Restrictions. Customer shall not: (i) distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of Camunda Cloud or the documentation; (ii) copy Camunda Cloud or the documentation, in whole or in part;  (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in Camunda Cloud or the documentation; (iv) except as expressly provided for in these Terms, use the Camunda Cloud (or any component thereof) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use Camunda Cloud or the documentation, or develop or deploy any system or software including Camunda Cloud for use by any third parties; (vi) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code of any component of Camunda Cloud; (vii) reproduce, prepare derivative works of, display, perform, rent, lease, sell, license, sublicense, assign, distribute or otherwise transfer Camunda Cloud or the documentation or any components thereof; or (viii) access or use Camunda Cloud or the documentation in order to build a competitive product or service.

    3. Open-Source Software. Camunda Cloud contains certain libraries, utilities or other software components licensed under “open source”, “free software” or similar “public” software licenses. Nothing in these Terms is intended to change or restrict the terms of any open source, free software, source-code-available or public license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Customer shall be responsible for any open source, free software, source-code-available or public license being used solely in accordance with its respective license terms.

    4. Feedback. Customer agrees that any information or feedback Customer may provide to Camunda related to Camunda Cloud or these Terms is non-confidential and Customer grants Camunda a non-exclusive, worldwide, fully paid up, perpetual and irrevocable license to use this information/feedback in Camunda’s business activities without restriction and without payment or accounting to Customer or any third party.

  2. Intellectual Property Ownership.

    1. Ownership of Intellectual Property. Camunda Cloud contains proprietary and confidential information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder, each Party and each Party’s licensors, respectively, retains all right, title and interest in and to all patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services. Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing Camunda Cloud and any service or support under these Terms.

    2. Collection of Certain Data. Customer acknowledges that certain features used in connection with Camunda Cloud are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Cloud, to improve the user experience and to track usage of Camunda Cloud. Customer hereby consents and grants to Camunda a license to collect and use Telemetry Data generated by Customer’s use of Camunda Cloud. Camunda will use the Telemetry Data subject to applicable law.

  3. No Indemnities; No Warranties; No Support; No Availability. THESE TERMS DO NOT ENTITLE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. CAMUNDA CLOUD AND THE DOCUMENTATION IS PROVIDED “AS IS”. CAMUNDA MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO CAMUNDA CLOUD AND THE DOCUMENTATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT CAMUNDA CLOUD WILL BE UNINTERRUPTED OR ERROR-FREE OR SUCCEED IN RESOLVING ANY PROBLEM. CUSTOMER AGREES THAT THE USE OF CAMUNDA CLOUD IS AT CUSTOMER’S OWN RISK. CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF CUSTOMER’S APPLICATIONS RUNNING WITH CAMUNDA CLOUD WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF CAMUNDA CLOUD OR THAT ANY VERSION OF CAMUNDA CLOUD WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THESE TERMS NOR CUSTOMER’S USE OF CAMUNDA CLOUD ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR CAMUNDA CLOUD.

  4. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM THE USE OF CAMUNDA CLOUD, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID FOR CAMUNDA CLOUD UNDER THESE TERMS OR FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

  5. Termination.

    1. Termination. Either Party may terminate these Terms at any time by giving the other Party 30 days prior written notice of termination.

    2. Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted hereunder shall cease and Customer’s access to Camunda Cloud will be shut down and its account will not be available to Customer. Customer must cease all exploitation of Camunda Cloud and the Account provided by the Camunda to Customer upon termination or expiration of this Agreement.

    3. Survival. The following sections shall survive any termination of these Terms: 1(b), 1(c), 1(d), 2, 3, 4, 5(b), 5(c), 7-11 all associated definitions and all accrued rights to payment, if any.

  6. Relationship of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties. The parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in these Terms shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with these Terms.

  7. Export Regulations.  Camunda Cloud may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Customer shall not transfer, export or re-export, directly or indirectly, Camunda Cloud to any Prohibited Entity, and Customer affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity.  A “Prohibited Entity” means any entity restricted from receiving Camunda Cloud under U.S., European Union, United Kingdom or German laws and regulations.

  8. Data Privacy and Security. Customer represents and warrants that Customer will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the provision of the license and applicable services.

  9. Miscellaneous. All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email. These Terms are not assignable or transferable by Customer without Camunda’s prior written consent. No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.If any provision of these Terms are held to be unenforceable, these Terms will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case these Terms will immediately terminate. These Terms may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.

  10. Contracting Party, Governing Law and Venue. The Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
If Customer is domiciled in:The Camunda entity entering into this Agreement:Governing law:Exclusive jurisdiction:
The United States of America, CanadaCamunda, Inc. 475 Sansome Street, Suite 1600, San Francisco, CA 94111, USADelaware and controlling United States federal lawWilmington, Delaware, U.S.A.
Germany, Austria, SwitzerlandCamunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, GermanyGermany, excluding both CISG and conflict of laws provisionsBerlin, Germany
United Kingdom and CommonwealthCamunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PBEngland and Wales, excluding both CISG and conflict of laws provisionsLondon, England
Any other countryCamunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, GermanyEngland and Wales, excluding both CISG and conflict of laws provisionsLondon, England
  1. Local Law Requirements Germany. With respect to Customers domiciled in Germany, Austria or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Code of Civil Law (BGB). Sections “No Indemnities; No Warranties; No Support; No Availability” and “Limitation of Liability” of these Terms are replaced with the following sections respectively:

    1. Liability. Camunda is liable to Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.

    2. No Support: Neither these Terms nor Customer´s use of Camunda Cloud entitle Customer to receive Support Services from Camunda for Camunda Cloud. Furthermore, Camunda does not guarantee any availability of Camunda Cloud.

THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.