Terms of Service

§ 1 Scope and B2B Exclusivity

(1) These Terms of Service govern the use of Signando License Shop and related software products (collectively, the "Services") provided by Signando GmbH ("Provider").

(2) These Services are exclusively available to businesses (Unternehmer) within the meaning of § 14 BGB, including commercial enterprises, public institutions, and professional organizations. By creating an account or purchasing a license, you confirm that you are acting as a business entity and not as a consumer (§ 13 BGB).

(3) Consumer transactions are expressly excluded. The Provider reserves the right to terminate accounts that are found to be registered by consumers.

§ 2 License Grant

(1) Upon payment of the applicable fees, the Provider grants the Customer a non-exclusive, non-transferable license to use the Signando CA software according to the purchased license tier.

(2) The license is bound to the specific Root CA fingerprints registered in the license file.

(3) Subscription licenses are valid for the paid subscription period. Perpetual licenses remain valid indefinitely.

§ 3 Customer Obligations

The Customer shall:

• Ensure proper air-gapped operation of Root CA systems
• Maintain adequate backups of all certificate data and private keys
• Keep license credentials confidential
• Use the software only within the scope of the purchased license tier
• Comply with all applicable laws and regulations regarding PKI operation

§ 4 Limitation of Liability

This section applies to the fullest extent permitted under German law for B2B contracts.

(1) Unlimited Liability: The Provider shall be liable without limitation for:

• Damages resulting from injury to life, body, or health caused by intentional or negligent breach of duty
• Damages caused by intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit)
• Liability under the German Product Liability Act (Produkthaftungsgesetz)
• Liability arising from fraudulent concealment of defects or assumption of a guarantee

(2) Limited Liability for Simple Negligence: In cases of simple negligence (einfache Fahrlässigkeit), the Provider shall only be liable for breach of material contractual obligations (Kardinalpflichten). In such cases, liability is limited to the typical, foreseeable damages at the time of contract conclusion, up to a maximum of the license fees paid by the Customer in the 12 months preceding the damaging event.

(3) Data Loss: Liability for data loss is limited to the typical restoration effort that would have been required if the Customer had maintained proper backups in accordance with § 3. The Provider expressly recommends maintaining regular backups of all Root CA data, private keys, and certificate databases.

(4) Exclusion of Liability: The Provider shall not be liable for:

• Damages resulting from the Customer's failure to maintain an air-gapped environment
• Compromise of private keys due to inadequate physical security measures
• Any indirect, incidental, or consequential damages, including lost profits, to the extent permitted by law
• Damages caused by third-party software, hardware, or HSM devices
• Unavailability of the license shop (the software operates offline)

(5) Aggregate Cap: The Provider's total aggregate liability under this agreement, except for cases under paragraph (1), shall not exceed the total license fees paid by the Customer.

§ 5 Warranty

(1) The Provider warrants that the software will perform substantially in accordance with the documentation for a period of 12 months from delivery.

(2) The Customer must report defects in writing within 14 days of discovery.

(3) The Provider's sole obligation for valid warranty claims is, at its discretion, to repair, replace, or provide a workaround for the defective software.

(4) No warranty is provided for:

• Issues arising from unauthorized modifications
• Incompatibility with third-party HSM devices not explicitly supported
• Use outside the documented operating environment

§ 6 Indemnification

The Customer shall indemnify and hold harmless the Provider from any claims, damages, or expenses arising from the Customer's misuse of the software, issuance of certificates in violation of applicable laws, or breach of these Terms.

§ 7 Term and Termination

(1) Subscription licenses renew automatically unless cancelled at least 30 days before the renewal date.

(2) Either party may terminate for material breach with 30 days written notice if the breach remains uncured.

(3) Upon termination, the Customer's license rights end, but previously issued certificates remain valid.

§ 8 Governing Law and Jurisdiction

(1) These Terms shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Exclusive place of jurisdiction for all disputes is Frankfurt am Main, Germany, provided the Customer is a merchant (Kaufmann), legal entity under public law, or special fund under public law.

§ 9 Severability

If any provision of these Terms is found invalid, the remaining provisions shall remain in full force. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent.