--- title: "Terms and Conditions | Calinora" description: "Terms and conditions for Calinora Pilot licensing, use, and support. B2B license terms under German law." url: "https://www.calinora.io/legal/" robots: "noindex, nofollow" --- # Terms and Conditions **Product:** Calinora Pilot · **Last updated:** 7 September 2026 **Provider:**\ Calinora - Julian Bergner\ Gartenweg 18, 96215 Lichtenfels, Germany\ E-Mail: \ VAT ID: DE457214166 ## Contents 1. [Scope and Definitions](https://www.calinora.io/legal/#scope) 2. [Contract Formation via Stripe Checkout](https://www.calinora.io/legal/#contract) 3. [Subject Matter and License Grant](https://www.calinora.io/legal/#license) 4. [Prices, Billing, Currency, and Payment](https://www.calinora.io/legal/#pricing) 5. [Term and Termination](https://www.calinora.io/legal/#term) 6. [Delivery, Updates, and Support](https://www.calinora.io/legal/#delivery) 7. [Customer Obligations and Use Restrictions](https://www.calinora.io/legal/#obligations) 8. [Warranty](https://www.calinora.io/legal/#warranty) 9. [Limitation of Liability](https://www.calinora.io/legal/#liability) 10. [Withholding and Non-Renewal of License Keys](https://www.calinora.io/legal/#suspension) 11. [Confidentiality and Data Protection](https://www.calinora.io/legal/#confidentiality) 12. [Trademarks and Intellectual Property Notices](https://www.calinora.io/legal/#trademarks) 13. [Website and Content Disclaimer](https://www.calinora.io/legal/#disclaimer) 14. [Final Provisions](https://www.calinora.io/legal/#final) ## 1. Scope and Definitions 1.1. These Terms and Conditions (“Terms”) govern the contractual relationship between Calinora, Julian Bergner (“Provider”, “we”, “us”) and the entity or person entering into this agreement (“Customer”, “you”) for the use of the Provider’s software products. 1.2. These Terms apply exclusively to business customers (B2B). By placing an order, you represent and warrant that you are acting in a commercial or professional capacity and not as a consumer within the meaning of § 13 of the German Civil Code. Consumer transactions are expressly excluded. The Customer shall provide its company name, business address, and, where applicable, VAT identification number during the checkout process for a paid Subscription. The Provider may refuse to contract where commercial status cannot be reasonably verified. The Customer shall indemnify the Provider against any claims, costs, or liability arising from a false representation of commercial status. As these Terms apply exclusively to business customers, no right of withdrawal pursuant to §§ 312g, 355 of the German Civil Code applies. 1.3. For the purposes of these Terms, the following definitions apply: - **“Software”** means the Calinora Pilot application, delivered as a Docker container image, including all associated documentation. - **“License”** means the non-exclusive, time-limited right to use the Software’s Management Mode features, as granted under the applicable Subscription plan. - **“License Key”** means the cryptographically signed token (JWT) issued to the Customer that enables the licensed functionality of the Software for the duration specified therein. - **“Subscription”** means the contractual arrangement, whether recurring or for a fixed term, under which the Customer obtains and maintains an active License. - **“Standard Subscription”** (identified as “payg-monthly” or “payg-yearly” in license and billing records) means the self-serve Subscription purchased via Stripe Checkout, billed monthly or yearly per Broker (Section 3.4). - **“Free”** refers to use of the Software in Monitoring Mode without a Subscription (Section 3.8). - **“Broker”** means a Kafka node that hosts topic partitions (broker role), including nodes that combine the broker and controller roles but excluding dedicated controller-only nodes, in a Kafka cluster on which the Customer uses Management Mode. The licensed Broker count is compared against the highest number of such Brokers present at any time during a billing period. - **“Monitoring Mode”** means the read-only functionality of the Software that is available without a paid License. - **“Management Mode”** means the full functionality of the Software, including cluster management, rebalancing, and configuration features, which requires a valid, active License. 1.4. Any conflicting or deviating terms of the Customer shall not apply, even if the Provider does not expressly object to them. 1.5. These Terms apply to all current and future products offered by the Provider, unless otherwise agreed in writing or unless the Provider publishes separate terms for such products. An Enterprise Subscription is governed by the agreement signed by both parties for it, however titled (the “Enterprise Agreement”). These Terms apply to an Enterprise Subscription only where and to the extent the Enterprise Agreement refers to them; in the event of conflict, the Enterprise Agreement prevails. Unless the Enterprise Agreement provides otherwise, Enterprise Subscriptions are invoiced directly by the Provider, may be concluded for annual or multi-year terms with payment in advance, and may cover Brokers operated by the Customer’s affiliates named in the Enterprise Agreement, for whose compliance the Customer is responsible. ## 2. Contract Formation via Stripe Checkout 2.1. The presentation of products and pricing on the Provider’s website constitutes a non-binding invitation to submit an offer (invitatio ad offerendum) and does not represent a binding offer. 2.2. By completing the checkout process via Stripe Checkout and submitting payment details, the Customer submits a binding offer to enter into a Subscription agreement under these Terms. 2.3. The contract is formed upon the Provider’s acceptance, which occurs when the Provider issues a License Key to the Customer following successful payment processing by Stripe. The Provider shall confirm receipt of the Customer’s order electronically without undue delay. In the event that payment is processed successfully but the License Key cannot be issued immediately due to technical reasons, the contract is formed upon successful payment processing. The Provider shall issue the License Key without undue delay. If the Provider fails to issue the License Key within 48 hours, the Customer is entitled to a full refund of the amount charged. For Trial licenses no payment is made; the Trial contract is formed when the Provider issues the Trial License Key. 2.4. During the checkout process, the Customer is required to affirmatively accept these Terms by activating a checkbox confirming acknowledgement and acceptance. A hyperlink to the full text of these Terms is provided adjacent to the checkbox. Completion of the checkout constitutes acceptance of these Terms in their entirety. 2.5. The Provider reserves the right to refuse orders at its discretion, including but not limited to cases of suspected fraud, incomplete or inaccurate information, or violation of these Terms. 2.6. This Section 2 applies to Subscriptions purchased through the Provider’s website via Stripe Checkout (Trial and Standard plans). For Enterprise Subscriptions, contract formation is governed by the applicable Enterprise Agreement. ## 3. Subject Matter and License Grant 3.1. The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, time-limited, worldwide right to use the Software in accordance with the selected Subscription plan and these Terms. The License permits the Customer to install and operate the Software on any number of infrastructure environments within the Customer’s own organisation, provided that the total number of Brokers in all Kafka clusters on which the Customer uses Management Mode does not exceed the licensed Broker count. Monitoring Mode may be used on any number of clusters and Brokers and is not counted towards the licensed Broker count. The License is granted for the Customer’s internal business purposes only and does not permit the Customer to use the Software to provide monitoring or management services to third parties. 3.2. The Software is delivered as a Docker container image. The Customer is solely responsible for deploying, operating, and maintaining the Software within its own infrastructure (e.g. Kubernetes, Docker, or similar container environments). 3.3. The Provider does not host, operate, or manage the Software on behalf of the Customer. There is no SaaS (Software as a Service) component. The Provider does not have access to the Customer’s infrastructure, data, or Kafka clusters. 3.4. The scope of the License depends on the selected Subscription plan: - **Trial:** A free, time-limited evaluation license (30 days) for non-production use only. Trial licenses must not be used in production environments. If a Trial license is used in a production environment, the Provider may charge the applicable Standard fees for the period of production use. Upon expiry of the Trial period, the Software automatically reverts to Monitoring Mode. The Provider may limit Trials to one per Customer. - **Standard:** A Subscription billed monthly or yearly in advance for the Broker count selected by the Customer, at the per-Broker prices published on the Provider’s website at the time of order (graduated volume tiers). The Broker count covers the Brokers of all clusters on which the Customer uses Management Mode (see the definition of Broker in Section 1.3). Standard Subscriptions are available for up to 50 Brokers in total; larger Broker counts require an Enterprise Subscription, and the Provider may decline, or convert into an Enterprise offer, any order or Broker-count increase that would exceed this limit. - **Enterprise:** A custom license arrangement governed by the Enterprise Agreement (Section 1.5), which specifies the license scope, pricing, term, and any additional terms. 3.5. The License enables Management Mode for the duration specified in the License Key. Without a valid License, the Software operates in Monitoring Mode only. 3.6. All intellectual property rights in the Software, including source code, architecture, documentation, and trademarks, remain exclusively with the Provider. The Customer acquires only the usage rights expressly granted under these Terms. 3.7. If the Customer provides the Provider with any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Software (“Feedback”), the Customer hereby assigns to the Provider all right, title, and interest in such Feedback. The Provider may use, implement, modify, and incorporate Feedback into its products and services without restriction, obligation, or compensation to the Customer. 3.8. **Monitoring Mode without a Subscription.** The Software may be downloaded and used in Monitoring Mode without a Subscription and free of charge, on any number of clusters and Brokers, for the user’s internal business purposes. Sections 3.6, 3.7, 6.3, 6.4, 6.7, 6.8, 7.2, 7.5, 7.6, 9 and 12 apply to such use. Monitoring Mode without a Subscription is provided without warranty (Section 8 does not apply) and without support entitlement. By downloading or running the Software the user accepts these provisions. ## 4. Prices, Billing, Currency, and Payment 4.1. Prices are as listed on the Provider’s website at the time of order. All prices are stated in euros (EUR) and are net prices, exclusive of any applicable taxes (including but not limited to VAT, sales tax, or withholding tax). For Customers established in Germany, German VAT at the applicable statutory rate will be added to the net price. 4.2. Payment is processed through Stripe. The Customer authorises the Provider to charge the agreed fees via the payment method provided during checkout. 4.3. For recurring Subscriptions (Standard), the Customer will be billed automatically at the beginning of each billing period (monthly or yearly, as selected). The Customer is responsible for ensuring that the payment method on file remains valid. 4.4. Although base prices are defined in EUR, Stripe may present or process payments in the Customer’s local currency. Any currency conversion is handled by Stripe or the Customer’s payment provider. Conversion fees, exchange rate differences, and any related charges are borne solely by the Customer. 4.5. For EU-based business customers with a valid VAT identification number, the reverse charge mechanism may apply in accordance with applicable EU VAT regulations. It is the Customer’s responsibility to provide a valid VAT ID during checkout. For business customers established outside the European Union, German VAT is generally not applicable. The Customer is solely responsible for any local taxes, duties, or withholding taxes that may apply in its jurisdiction. 4.6. In the event of late payment, the Provider is entitled to charge default interest in accordance with § 288(2) of the German Civil Code (currently 9 percentage points above the base interest rate of the European Central Bank). The right to claim further damages remains reserved. 4.7. **Price adjustments.** The per-Broker price of a Standard Subscription is fixed for the current billing period. Changes to the list prices published on the Provider’s website apply to new orders only and do not affect existing Subscriptions except as set out in this Section. The Provider may adjust the price of an existing Standard Subscription with effect from the start of a subsequent billing period (for yearly Subscriptions: from the next renewal) by notifying the Customer in text form at least 30 days (monthly Subscriptions) or 60 days (yearly Subscriptions) before the adjustment takes effect. An adjustment shall not exceed 10% relative to the price previously applicable to the Customer and shall in no case exceed the list price published at the time of the notice. If the Customer does not agree to the adjusted price, the Customer may cancel the Subscription with effect from the date on which the adjustment would take effect, irrespective of Section 5.2; the Provider shall point this out in the notice. 4.8. Invoices are issued electronically and provided via Stripe or email. 4.9. For Standard Subscriptions, the Provider makes a self-service customer portal available via Stripe. Through the customer portal, the Customer may: - View invoices and billing history; - Update billing information, including name, email address, billing address, and VAT identification number; - Update payment methods; - Switch between available Subscription plans (e.g. monthly and yearly billing); - Adjust the number of licensed Brokers within the limit in Section 3.4; - Cancel the Subscription in accordance with Section 5. These actions may also be performed by contacting the Provider by email at . 4.10. When the Customer upgrades, downgrades, or otherwise changes a Subscription plan or the number of licensed Brokers during a billing period, fees are prorated. The Customer receives a credit for the unused portion of the current billing period and is charged the new rate for the remaining period. Prorated charges are invoiced at the end of the billing period in which the change occurs. Downgrades take effect immediately upon the Customer’s request. 4.11. Sections 4.1 through 4.4, 4.7, 4.9, and 4.10 apply to Subscriptions purchased via Stripe Checkout (Trial and Standard plans). For Enterprise Subscriptions, pricing, billing, and payment terms are as specified in the applicable Enterprise Agreement. Sections 4.5 (tax and reverse charge), 4.6 (default interest), and 4.8 (electronic invoicing) apply to all Subscription plans unless expressly modified by the Enterprise Agreement. ## 5. Term and Termination 5.1. **Trial Subscriptions** expire automatically after the trial period (30 days) and do not renew. No cancellation is required. 5.2. **Standard Subscriptions** are concluded for the selected billing period (monthly or yearly) and renew automatically for a further period of the same length unless cancelled: by the Customer at any time before the end of the current billing period, or by the Provider with at least 30 days’ notice to the end of the current billing period. 5.3. The Customer may cancel at any time through the Stripe customer portal (see Section 4.9) or by notice in text form (including email) to the Provider. Regardless of the channel used, a cancellation takes effect at the end of the billing period in which it is received. The Customer retains the License, including Management Mode, until that date; fees for the current billing period are not refunded (Section 5.5). 5.4. The right of either party to terminate for cause (§ 314 of the German Civil Code) remains unaffected. In the case of a material breach, the non-breaching party shall provide written notice and a reasonable cure period of at least 14 days before exercising termination for cause, except where the breach is of such severity that continued performance is objectively unacceptable. Cause for termination by the Provider includes, but is not limited to: - Material breach of these Terms by the Customer that remains unremedied after the cure period described above; - Use of the Software beyond the scope of the granted License; - Non-payment of fees despite reminder and reasonable grace period; - Material deterioration of the Customer’s financial situation that jeopardises its ability to fulfil its payment obligations. Cause for termination by the Customer includes, but is not limited to: - Material breach of these Terms by the Provider that remains unremedied after the cure period described above; - The Provider permanently ceasing to offer or maintain the Software. 5.5. Upon termination or expiry of the Subscription: - No further License Keys are issued. When the last issued License Key reaches its expiry date, the Software operates in Monitoring Mode. Reassignments already submitted to the Kafka cluster at that time complete normally; the Provider takes no action on the Customer’s systems or clusters. - The Customer loses access to support. Software updates remain publicly available, but the Software operates in Monitoring Mode only without an active License. - Fees already paid are non-refundable, unless mandatory law provides otherwise. If the Provider cancels a yearly Subscription by ordinary cancellation under Section 5.2 with effect before the end of a prepaid period, the Provider shall refund the pro-rata portion of prepaid fees for the unused remainder. In the event of termination for cause by the Provider, fees already paid for the current billing period are non-refundable; however, this does not affect the Customer’s right to claim damages under mandatory law. 5.6. The Customer may continue to use and update the Software in Monitoring Mode (read-only) after the Subscription ends, but without any warranty or support entitlement. 5.7. For Enterprise Subscriptions, the initial term, renewal, notice periods, and ordinary termination provisions are as specified in the applicable Enterprise Agreement. Sections 5.1 through 5.3 apply to Trial and Standard plans only. Sections 5.4 (termination for cause), 5.5 (effects of termination), and 5.6 (post-termination Monitoring Mode) apply to all Subscription plans unless expressly modified by the Enterprise Agreement. ## 6. Delivery, Updates, and Support 6.1. The Software is delivered as a Docker container image, made available for download through the Provider’s designated container registry or distribution channel. The Provider does not ship physical media. The system requirements and supported environments for the Software are specified in the documentation provided by the Provider. The Customer is responsible for ensuring its infrastructure meets the documented system requirements prior to deployment. 6.2. The License Key is delivered electronically to the email address provided by the Customer during checkout. The Customer is responsible for the correct entry of the email address. For Standard and Enterprise Subscriptions the Software may additionally retrieve renewed License Keys from the Provider’s license service using the fetch credentials issued to the Customer. This retrieval is optional, transmits only the subscription identifier and fetch credentials, sends no data from the Customer’s clusters, and the Software operates fully without it (the License Key may be configured manually). 6.3. The Provider may, at its sole discretion, release updates, patches, or new versions of the Software during the Subscription term. There is no obligation to release updates on a specific schedule or to maintain backward compatibility. 6.4. Software updates are publicly available through the Provider’s designated container registry or distribution channel. The Customer may download and deploy any version of the Software at any time, regardless of Subscription status. Without an active Subscription, the Software operates in Monitoring Mode only. Management Mode features require a valid License Key, which is only issued and renewed during an active Subscription. 6.5. Support is provided during the Subscription term via email at . The Provider will use reasonable efforts to respond to support inquiries in a timely manner. No specific response times or service levels are guaranteed unless separately agreed in writing. 6.6. Support does not include: - Configuration or operation of the Customer’s infrastructure, Kafka clusters, or third-party software; - Issues caused by modifications to the Software not authorised by the Provider; - Issues resulting from use of the Software outside its documented specifications; - On-site services or managed operations. 6.7. The Software may include third-party components, including open-source software libraries, which are subject to their respective license terms. Information about such components and their applicable licenses is made available in the Software documentation or upon request. The inclusion of third-party components does not expand the Provider’s warranty beyond the scope set out in Section 8. The Provider does not warrant the continued availability, compatibility, or maintenance of any third-party component by its respective author or maintainer. 6.8. The Provider may from time to time offer features or versions of the Software designated as beta, early access, preview, or experimental (“Beta Features”). Beta Features are provided “as is” without warranty of any kind. The Provider makes no commitment regarding the availability, functionality, or continuity of Beta Features. Beta Features may be modified or discontinued at any time without notice. The limitation of liability provisions in Section 9 apply to Beta Features; however, the warranty provisions in Section 8 do not apply to Beta Features. ## 7. Customer Obligations and Use Restrictions 7.1. The Customer shall use the Software only in accordance with these Terms and the applicable Subscription plan. 7.2. The Customer shall not: - Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except where expressly permitted by mandatory law (e.g. § 69e of the German Copyright Act); - Modify, adapt, translate, or create derivative works of the Software; - Sublicense, rent, lease, lend, or otherwise make the Software available to third parties; - Remove, alter, or obscure any proprietary notices, labels, or marks on the Software; - Use the Software for purposes other than monitoring and managing Apache Kafka clusters; - Circumvent or attempt to circumvent any license enforcement mechanisms; - Share, publish, or redistribute License Keys. 7.3. Fees for Standard Subscriptions are based on the licensed Broker count. The Customer is responsible for ensuring that the licensed Broker count covers all Brokers on which it uses Management Mode. If the number of such Brokers exceeds the licensed Broker count, the Customer shall increase its Broker count within 14 days. If it fails to do so, the Provider may invoice the excess Brokers retroactively from the first day of over-use at the list price applicable at that time. The Provider may also require the Customer to move to an Enterprise Subscription where the Broker count exceeds the limit in Section 3.4. 7.4. The Provider may request reasonable information from the Customer to verify that the Software is being used within the licensed scope. The Customer shall cooperate with such verification requests in good faith. 7.5. The Customer is solely responsible for: - The deployment, configuration, operation, and maintenance of the Software in its own infrastructure; - The security of its own infrastructure and data; - Ensuring that its use of the Software complies with all applicable laws and regulations; - Creating and maintaining backups of its own data. 7.6. The Customer shall comply with all applicable export control laws and economic sanctions regulations. The Software may not be exported, re-exported, or used in any country or by any person or entity subject to trade sanctions imposed by the European Union, the Federal Republic of Germany, or the United States of America. 7.7. The Customer shall indemnify, defend, and hold harmless the Provider from and against any third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with: (a) the Customer’s use of the Software in violation of these Terms or applicable law; (b) the Customer’s breach of its obligations under these Terms; or (c) any claim that the Customer’s use of the Software in combination with the Customer’s own systems, data, or third-party software infringes the rights of a third party. This indemnification obligation does not apply to the extent that the claim is caused by the Provider’s own negligence or wilful misconduct. ## 8. Warranty 8.1. The parties agree that this agreement constitutes a software license agreement and not a lease, sale, or service contract. The parties expressly acknowledge that, given the self-hosted nature of the Software, the absence of any ongoing provision, hosting, or maintenance obligation on the part of the Provider, and the Customer’s sole responsibility for deployment and operation within its own infrastructure, the obligations typical of a lease relationship do not reflect the economic substance of this agreement. The warranty provisions of this Section shall apply in lieu of the statutory warranty provisions, to the extent permitted by mandatory law. The Provider warrants that the Software will substantially conform to its published documentation during the Subscription term. This warranty does not apply to Trial licenses. 8.2. In the event of a material defect, the Provider shall, at its discretion, remedy the defect by providing a corrected version, a workaround, or instructions for resolution within a reasonable period. If the Provider fails to remedy a material defect within a reasonable period despite at least two attempts, the Customer may, at its option, reduce the Subscription fee proportionally or, in cases of material defects that substantially impair the Software’s intended use, terminate the Subscription for cause. 8.3. Warranty claims are excluded if the defect is caused by: - Use of the Software outside its documented specifications; - Modifications made by the Customer or third parties not authorised by the Provider; - The Customer’s infrastructure, network, or third-party software; - Force majeure events. 8.4. The Software is designed for use with Apache Kafka systems. The Provider does not warrant compatibility with all Kafka distributions, versions, or configurations. The Customer is responsible for testing the Software in its specific environment before production deployment. 8.5. Except as expressly stated in this Section, no further warranty is given, to the fullest extent permitted by mandatory law. Any implied warranties or guarantees not expressly set out in this Section are excluded to the maximum extent permissible under applicable law. 8.6. Warranty claims may only be raised during an active Subscription. The limitation period for warranty claims is twelve (12) months from the date the Customer first became aware, or should reasonably have become aware, of the defect. In any event, warranty claims expire no later than twelve (12) months after the end of the Subscription under which the relevant version of the Software was delivered, or twenty-four (24) months from delivery of the version of the Software containing the defect, whichever is later. These limitations do not apply in cases of intentional concealment of defects. 8.7. The Customer shall notify the Provider of any material defects in the Software without undue delay after discovery. The notification shall include a reasonable description of the defect and, where possible, steps to reproduce it. Failure to notify the Provider of a defect without undue delay may limit the Customer’s warranty claims to the extent that the Provider was prejudiced by the delayed notification. ## 9. Limitation of Liability 9.1. The Provider is liable without limitation for damages caused by intent or gross negligence, and for damages resulting from injury to life, body, or health. 9.2. In cases of slight negligence, the Provider is liable only for breaches of essential contractual obligations, and only for the typical, foreseeable damage. Essential contractual obligations are those whose fulfilment is necessary for the proper performance of the contract and on whose compliance the Customer may regularly rely. 9.3. In cases under Section 9.2, the Provider’s aggregate liability is limited to the fees paid or payable by the Customer under the relevant Subscription for the twelve (12) months preceding the event giving rise to the claim (for Subscriptions paid in advance for a longer term: the pro-rata fee attributable to those twelve months). 9.4. Subject to Sections 9.1, 9.2, and 9.5, the Provider is not liable for: - Data loss, system downtime, or business interruption in the Customer’s infrastructure; - Damages arising from the Customer’s failure to maintain backups; - Indirect, incidental, or consequential damages, including lost profits; - Damages resulting from unauthorised modifications of the Software; - Issues caused by the Customer’s infrastructure, third-party software, or network environment. 9.5. Mandatory statutory liability, including liability under the German Product Liability Act (Produkthaftungsgesetz) and under Art. 82 GDPR, remains unaffected. 9.6. The above limitations of liability apply equally to the Provider’s employees, representatives, and agents. ## 10. Withholding and Non-Renewal of License Keys 10.1. The Provider may decline to issue new or renewal License Keys (including through the Software’s automatic license retrieval) if: - The Customer fails to pay fees when due; - The Customer materially breaches these Terms; - The Provider has reasonable grounds to suspect unauthorised or fraudulent use of the Software or License Keys. 10.2. Before withholding License Keys, the Provider shall notify the Customer in writing and provide an opportunity to remedy the breach. For non-payment, the Provider shall provide at least 14 days’ notice. For other material breaches, the Provider shall provide at least 7 days’ notice. This notice requirement does not apply in cases of suspected fraud, security threats, or circumvention of license enforcement mechanisms. 10.3. A License Key that has already been issued remains valid until the expiry date stated in it. The Provider has no technical means to deactivate an issued License Key, to disable the Software, or to act on the Customer’s infrastructure or Kafka clusters. When the current License Key expires without a renewal key being issued, the Software continues to operate in Monitoring Mode; reassignments already submitted to the Kafka cluster complete normally. Withholding License Keys does not relieve the Customer of its payment obligations. 10.4. Once the cause for withholding has been resolved and any outstanding fees have been paid, the Provider shall issue a License Key without undue delay. ## 11. Confidentiality and Data Protection 11.1. Each party shall treat as confidential all non-public business, technical, and financial information received from the other party in connection with this agreement (“Confidential Information”). This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; (d) is lawfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where legally permissible. Each party may disclose Confidential Information to its professional advisors, auditors, and employees who have a need to know, provided they are bound by equivalent confidentiality obligations. This obligation survives the termination of the contract for a period of three (3) years. 11.2. License Keys are confidential and must not be disclosed to third parties. The Customer is responsible for safeguarding its License Keys. 11.3. The Provider processes personal data in accordance with its Privacy Policy, available at , and in compliance with the General Data Protection Regulation (GDPR) and applicable German data protection law. 11.4. Because the Software is self-hosted and operated entirely within the Customer’s infrastructure, the Provider does not process, access, or store any data from the Customer’s Kafka clusters or application environment. No data processing agreement between the parties is required for the operation of the Software. 11.5. The Provider may process limited personal data (such as name, email address, company name, and billing information) for the purposes of account management, license issuance, billing, and support, as further described in the Privacy Policy. 11.6. The Customer grants the Provider the right to identify the Customer by company name and logo as a user of the Software on the Provider’s website and in marketing materials. This reference shall be limited to identifying the Customer as a user of the Software and shall not imply any endorsement, testimonial, or partnership beyond the existing contractual relationship. The Customer may opt out of this reference at any time by written notice (including email) to the Provider. The Provider shall remove the Customer’s name and logo within 30 days of receiving such notice. ## 12. Trademarks and Intellectual Property Notices 12.1. Apache Kafka and Kafka are registered trademarks of The Apache Software Foundation. Use of these marks in connection with the Software is nominative, to identify that the Software is designed to work with Apache Kafka. Calinora is not affiliated with, endorsed by, or sponsored by The Apache Software Foundation. 12.2. Calinora develops independent third-party tools designed to work with Apache Kafka clusters. The use of the “Kafka” trademark is purely nominative, to identify that the Software works with Apache Kafka. 12.3. Other product and company names mentioned on the Provider’s website may be trademarks of their respective owners. The Provider does not claim any rights to third-party trademarks. ## 13. Website and Content Disclaimer 13.1. The contents of the Provider’s website have been created with due care. However, the Provider does not guarantee the accuracy, completeness, or timeliness of the information provided. In accordance with §§ 8 to 10 of the German Digital Services Act, the Provider is not obligated to monitor transmitted or stored third-party information or to investigate circumstances indicating illegal activity. 13.2. Responsibility for the content of external links lies solely with the operators of the linked websites. The Provider reviewed external links at the time of linking and found no legal violations. Should any infringement become known, the respective link will be removed promptly. 13.3. The Provider’s website and its contents are subject to German copyright law. Any reproduction, processing, or utilisation beyond the scope permitted by copyright law requires the prior written consent of the Provider. ## 14. Final Provisions 14.1. **Governing Law:** These Terms and any disputes arising from or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules. 14.2. **Jurisdiction:** The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Bamberg, Germany, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law. For Customers not qualifying under § 38 of the German Code of Civil Procedure, the statutory rules on jurisdiction shall apply. 14.3. **Severability:** If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision. 14.4. **Written Form:** Amendments and supplements to these Terms must be made in writing (email is sufficient). This also applies to any waiver of this written form requirement. 14.5. **Assignment:** The Customer may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Provider. 14.6. **Entire Agreement:** For Trial and Standard Subscriptions, these Terms constitute the entire agreement between the parties regarding the subject matter hereof. For Enterprise Subscriptions, these Terms together with the applicable Enterprise Agreement constitute the entire agreement. In the event of any conflict between these Terms and an Enterprise Agreement, the Enterprise Agreement shall prevail. All prior agreements, understandings, and representations are superseded. 14.7. **Language:** These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail as between the parties. In the event of legal proceedings before German courts, a certified German translation shall be provided where required by § 184 of the German Courts Constitution Act. 14.8. **Force Majeure:** Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, war, government sanctions, or widespread infrastructure failures, provided the affected party notifies the other party without undue delay and makes reasonable efforts to mitigate the impact. If a force majeure event continues for more than 90 days, either party may terminate the affected Subscription upon written notice. 14.9. **Amendment of Terms:** The Provider may amend these Terms with effect for future billing periods. The Provider shall notify the Customer of material changes at least 30 days before they take effect, specifying the changes and their effective date. If the Customer does not object in writing within the notice period and continues the Subscription beyond the effective date, the amended Terms shall be deemed accepted. The Customer may terminate the Subscription before the amended Terms take effect in accordance with Section 5. This amendment mechanism does not apply to changes that affect the core obligations of the contract to the Customer’s detriment, which require mutual written agreement. 14.10. **No Waiver:** The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if made in writing and signed by the waiving party. 14.11. **Survival:** The following provisions shall survive the termination or expiry of this agreement and continue in full force and effect: Section 3.6 (Intellectual Property), Section 3.7 (Feedback), Section 3.8 (Monitoring Mode without a Subscription, for as long as the Software is used), Section 7.6 (Export Control), Section 7.7 (Customer Indemnification), Section 8.6 (Warranty Limitation Period), Section 8.7 (Defect Notification), Section 9 (Limitation of Liability), Section 11.1 (Confidentiality, for the period specified therein), Section 11.6 (Marketing Reference, until opt-out is exercised), Section 12 (Trademarks and Intellectual Property Notices), and this Section 14 (Final Provisions). ## Contact For legal inquiries, licensing questions, or support, please contact us at .