WSO2 Cloud Services Terms of Use

1. 1. Scope of Agreement and Master Structure

   These terms set out the general terms and conditions governing Subscriber’s purchase, access to, and use of WSO2’s multi-tenant cloud platform (“WSO2 Cloud”) and the relevant WSO2 SaaS Products subject to the specific product terms in Schedule A, together “Cloud Services”. The terms of the WSO2 Privacy Policy to the extent applicable to the Cloud Service will be incorporated and be a part of these Terms. In the event Subscriber has accepted any other terms and conditions applicable to WSO2 products or services, these Terms will be read together with such other applicable terms.

   Purchase of the Cloud Services may be made: (i) via an Order signed by both parties which refers to these Terms; or (ii) by selecting an online purchase option as made available by WSO2. In the event of an online purchase, registration for the Cloud Services, clicking “I agree to the Terms” (or similar button or checkbox) constitutes binding agreement to these Terms. If you are an individual accepting these Terms on behalf of a company or other legal entity, you represent that you are authorized to bind the entity to these Terms and the entity will be bound to these Terms, not to you as an individual. If you are purchasing these Terms for your personal use and not on behalf of a company then these Terms will bind you.

2. 2. Definition

   “Authorised User” means any individual or non-human entity, including any application, service, software, or device, that the Subscriber authorises to access or use the Cloud Services under the applicable Subscription. Authorised Users may also include third-party contractors engaged by the Subscriber, provided that such contractors use the Service solely for the purpose of performing the services contracted by the Subscriber.

   “Confidential Information” means any information, Data, artifacts, system, or process disclosed by a party:

   1. designated as confidential (or a similar designation) at the time of disclosure; or
   2. disclosed in circumstances of confidence; or
   3. understood by the parties, exercising reasonable business judgment, to be confidential.

   “Data” means all electronic data (in any format including code, visuals, and text) submitted by or on behalf of the Subscriber to the Cloud Service.

   “Documentation” means any documentation mentioned herein and applicable for the Cloud Services.

   “Order” is a document signed by the Subscriber authorizing the purchase of the Cloud Services detailed in the Order as requested by the Subscriber, the Support Plan, associated fees, and any additional terms offered by WSO2.

   “Subscriber” refers either to you personally, if you purchased the Cloud Services for yourself, or to the organization/entity that you represent or purchased the Cloud Services for.

   “Subscription Term” The duration for which Subscription is purchased by the Subscriber as stated in the Order or the relevant subscription period selected by the Subscriber in an online purchase.

   “Subscription” is a commercial offering from WSO2 consisting of a license to use, and access to Support for, the Cloud Services, for the Subscription Term.

3. 3. Order of Precedence

   In the event of a conflict or inconsistency between the documents forming part of these Terms, the following order of precedence will apply:

   1. the applicable Order;
   2. the applicable SaaS Product Terms, solely in respect of the functional use and feature operation of the applicable SaaS Product mentioned in the Order;
   3. the Data Processing Addendum, solely with respect to data protection and privacy matters; and
   4. the main body of these Terms.

4. 4. Subscription Rights

   4.1 Subject to these Terms, WSO2 grants the Subscriber a limited, worldwide, non-exclusive, non-transferable, non-sublicensable terminable license during the Subscription Term to access and use the Services.

   4.2 Subscriber may permit its Authorized Users to use the Services and is responsible for all use of the Services by its Authorized Users.

5. 5. Registration

   5.1 Subscriber is responsible for all activities conducted under its Authorised Users’ logins.

   5.2 When the Subscriber registers for the Cloud Services, Subscriber must provide WSO2 with true, accurate, current and complete information. Subscriber is solely responsible for maintaining the confidentiality of its account(s) and password(s). Subscriber will promptly update its registration to keep it accurate, current and complete. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of the Cloud Services and Subscriber agrees to immediately notify WSO2 promptly of any unauthorized access or use.

6. 6. Restrictions

   Subscriber shall not, and shall not permit any third party or Authorized User to:

   6.1 modify, disassemble, decompile, or reverse engineer the Cloud Service, or any part thereof;

   6.2 copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Cloud Service, or any part thereof, or make it available or sub-license it to anyone other than its Authorized Users nor create derivative works based on the Cloud Service, or any portion thereof. This prohibition does not apply to Subscriber Data;

   6.3 send or store in the Cloud Service any personal health data, credit card data, personal financial data or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards;

   6.4 send or store infringing or unlawful material in connection with the Cloud Service, upload or post to the Cloud Service any copyrighted materials, trademarks, or other proprietary information belonging to any third party without the prior written consent of the applicable third party;

   6.5 engage in, promote, or encourage malicious, illegal, defamatory, or fraudulent activity or activities;

   6.6 send or store malicious code or any code designed to do any action intended to interrupt, interfere, intercept, expropriate, destroy, alter or limit the operation or functionality of software, data, system, personal data, hardware or telecommunications equipment using or connected to the Cloud Service;

   6.7 attempt to gain unauthorized access to, or disrupt the integrity, disable, interfere with or circumvent performance or functionality of the Cloud Service, other users or the data contained therein;

   6.8 take any action that imposes a load on WSO2 infrastructure that exceeds the acceptable usage parameters determined at WSO2’s discretion.

   6.9 access the Cloud Service for the purpose of building a competitive product or service or copying its features or user interface; or

   6.10 delete, alter, add to or fail to reproduce in and on the Cloud Service the name of WSO2 and any copyright or other notices appearing in or on the Cloud Service for which consent may be required by WSO2 at any time.

   6.11 allow a third party to access the Cloud Service. This restriction does not include the Authorised Users.

   6.12 perform any tests on the Cloud Services, including but not limited to security or performance testing, without WSO2’s express approval.

   6.13 generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertising, or other solicitations.

7. 7. Subscriber Data

   7.1 As between the parties, Subscriber retains all rights in Subscriber Data.

   7.2 Subscriber grants WSO2 a limited right to use, distribute, prepare derivative work, access, host, transmit, reproduce and otherwise process Subscriber Data solely as necessary to provide, maintain, secure, support and carry out analytics and improvements to the Cloud Service. However, where we have legal obligations or are subject to investigation, we may have to share Subscriber Data with regulatory or investigatory authorities according to applicable laws. Wherever possible, we will attempt to notify Subscriber of such events. When Subscriber connects one WSO2 SaaS Product with another WSO2 SaaS Product in the Cloud Services, Subscriber Data will be transferred to the relevant WSO2 SaaS products and shall be subject to these Terms, and any other documentation, guidelines, or policies we may make available to the Subscriber from time to time.

   7.3 Subscriber is solely responsible for:

   7.3.1 the legality and accuracy of Subscriber Data;

   7.3.2 obtaining all rights and permissions necessary for WSO2 to process Subscriber Data;

   7.3.3 configuring the Cloud Services appropriately; and

   7.3.4 ensuring that its use of the Services complies with applicable law.

   7.4 WSO2 will not sell Subscriber Data or use Subscriber Data for purposes unrelated to providing the Cloud Services except as expressly permitted by these Terms or agreed in writing between WSO2 and the Subscriber.

8. 8. Security

   8.1 Subscriber is responsible for the security of (not limited to):

   8.1.1 its Authorized Users’ credentials;

   8.1.2 its account configurations;

   8.1.3 its integrations; and

   8.1.4 any systems or applications that Subscriber connects to the Cloud Services.

   8.2 WSO2 will implement:

   8.2.1 Encryption standards (at rest, in transit)

   8.2.2 Access control policies (least privilege, MFA, role-based access)

   8.2.3 Network security (firewalls, segmentation, DDoS protection)

   8.2.4 Vulnerability management program, patch cadence & customer disclosure guidelines are published.

   8.2.5 The security Incident Response Plans will follow our published notification guidelines.

   8.3 Subscriber must promptly notify WSO2 of any suspected compromise of its account or credentials.

   8.4 Any personal information received or provided pursuant to the Cloud Services will be handled by WSO2 in accordance with these Terms and the WSO2 Data Protection Addendum.

9. 9. AI and Automated Processing

   9.1 Services may incorporate artificial intelligence or machine-learning functionality (“AI Features”).

   9.2 Subscriber may provide Subscriber Data to AI Features solely for purposes of obtaining the functionality described in the applicable Documentation.

   9.3 Unless expressly stated otherwise in the applicable Order or Schedule, WSO2 will not use Subscriber Data to train an AI model or otherwise use Subscriber Data for WSO2’s independent product-development purposes.

   9.4 Subscriber acknowledges that AI-generated outputs may not be accurate or suitable for all purposes and Subscriber is responsible for reviewing outputs before relying upon them.

   9.5 Subscriber’s use of the Cloud Services shall be subject to the WSO2 External AI Usage Policy.

10. 10. Fees and Payment

    10.1 Upgrade. Upgrade of a subscription plan will be made effective immediately, but cancellations and downgrades will be made effective from the next billing cycle; accordingly no refunds will be offered.

    10.2 Payment terms. All payment obligations under these Terms are non-cancelable, and all amounts paid are non-refundable unless explicitly provided herein. If Subscriber has subscribed for a paid tier:

    10.2.1 Online payment. Fees shall be deducted immediately from the credit card registered for the payment on the due date and are non-refundable. WSO2 does not store any credit card details and all the credit card details will be stored and processed by WSO2 payment processor. In the event the payment does not go through, Subscriber will be informed of this and if the issue is not resolved within fifteen (15) days from the initial failure of payment, the Services will be suspended.

    10.2.2 Purchase through Orders. Subscriber will pay the fees for the Cloud Services as specified in the applicable Order or invoice. Unless specified otherwise in the Order, Subscriber will make all payments within thirty (30) days of receipt of an invoice, failure of which will result in suspension of the Services. All fees are non-refundable. Any dispute regarding an invoice must be raised by Subscriber in writing within fifteen (15) days of receipt of the invoice, detailing the specific basis for the dispute; otherwise, the invoice shall be deemed final, undisputed, and accepted by Subscriber. Subscriber will be issued with receipts for payments made.

    10.3 Late payments. WSO2 may suspend or cancel performance of all or part of the Subscription and may change its payment terms (after notifying Subscriber) if actual payment is not received on the due date stated in section 10.2. Payments past the due date will incur interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. Subscriber will also pay all costs incurred by WSO2 to collect undisputed amounts due, including legal fees, whether or not litigation is commenced.

    10.4 Taxes. All fees are exclusive of any applicable Taxes. Subscriber will pay to WSO2 an amount equal to any Taxes arising from or relating to these Terms, including without limitation, sales, service, use or value added taxes, which are paid by or are payable by WSO2. “Taxes” means any form of taxation, levy, duty, customs fee, charge, contribution or impost of whatever nature and by whatever authority imposed (including without limitation any fine, penalty, surcharge or interest), excluding, however, any taxes based solely on the net income of WSO2. If Subscriber is required under any applicable law or regulation, domestic or foreign, to withhold or deduct any portion of the payments due to WSO2, then the sum payable to WSO2 will be deducted by the amount necessary and tax deduction certificate should be provided as a proof of deduction.

    10.5 Purchase Orders. Any pre-printed terms on any purchase order that is issued by Subscriber that are in addition to or in conflict with these terms are null and void.

11. 11. Intellectual Property

    11.1 WSO2 and its licensors retain all right, title and interest in:

    1. the Cloud Services;
    2. Documentation;
    3. improvements, enhancements, modifications and updates made to the Cloud Services; and
    4. all related Intellectual Property Rights including all trademarks registered by WSO2.

    11.2 Except for the limited rights expressly granted to the Cloud Services under these Terms, no rights are granted to Subscriber.

    11.3 WSO2 shall host and may upgrade Cloud Service’s functionality and user interface at its sole discretion in accordance with these Terms from time to time. These Terms apply to all updates, upgrades, modules, or features provided by WSO2. Subscriber acknowledges that upgrades may alter the appearance or functionality of the Cloud Service.

    11.4 Subscriber agrees that its usage is not contingent upon the delivery of future functionality or features, nor is it dependent on any oral or written public comments made by WSO2 regarding future functionality or features.

    11.5 WSO2 shall own all intellectual property rights in any feedback or suggestions provided by the Subscriber (“Feedback”). WSO2 may use aggregate and analytics data derived from Subscriber’s use of the Cloud Services hereunder in order to improve our services. Such usage data is anonymised and does not include any personally identifiable information.

12. 12. Third-Party Services

    The Cloud Services may interoperate with certain third-party services. Where the Subscriber elects to use or enable an integration with a third-party service, the Subscriber’s use of such third-party service may be subject to separate terms and conditions between the Subscriber and the applicable third-party provider. Such third-party terms are available at: https://wso2.com/licenses/third-party-software-and-solutions.

13. 13. Confidentiality

    13.1 Each party shall treat as confidential all Confidential Information of the other party, shall not use Confidential Information except as set forth in these Terms, and shall use best efforts not to disclose Confidential Information to any third party except service providers of the receiving party for the purposes of provision of the Cloud Services or such other purposes as specified in these Terms. A party may disclose such information to its directors, officers, and employees, provided they are made aware of the party’s obligation under these Terms and are bound by the same degree of confidentiality. Without limiting the foregoing, each of the parties shall use at least the same degree of care that it uses to prevent the disclosure of its Confidential Information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under these Terms. Each party shall promptly notify the other party of any actual misuse or unauthorized disclosure of the other party’s Confidential Information. Notwithstanding the foregoing, either Party may disclose these Terms pursuant to the due diligence requests of a proposed merger, acquisition, financing, or securities transaction so long as such parties receiving such Confidential Information are subject to confidentiality obligations no less stringent than the Terms.

    13.2 Confidential Information does not include information that:

    13.2.1 was lawfully known or received by the receiving party prior to disclosure; or

    13.2.2 is or becomes part of the public domain other than as a result of a breach of these Terms; or

    13.2.3 was disclosed to the receiving party by a third party, provided such third party, or any other party from whom such third party receives such information, is not in breach of any confidentiality obligation in respect to such information; or

    13.2.4 is independently developed by the receiving party, as evidenced by independent written materials.

    13.3 Upon expiration or termination of these Terms, upon written request, each party shall return or destroy all Confidential Information received from the other party excluding information that is required to be kept by either party to satisfy other legal obligations or reporting requirements, and such retained information will be subject to above obligations.

    13.4 Any breach of the restrictions contained in this section is a breach of these Terms that may cause irreparable harm to the non-breaching party. Any such breach shall entitle the non-breaching party to injunctive relief in addition to all other legal remedies.

14. 14. Warranties

    Subscriber expressly acknowledge and agree that:

    14.1 use of the Cloud Service is at Subscriber’s sole risk and the Cloud Services are provided on an AS IS and AS AVAILABLE basis, to the maximum extent permissible by law, WSO2 expressly disclaim all warranties and conditions of any kind, whether express or implied, including but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement with respect to the Cloud Services, products, software or other material available through the WSO2 sites;

    14.2 WSO2 does not warrant that the Cloud Services will meet Subscriber’s requirements, will be uninterrupted, timely, secure, reliable or error free, or that any interoperability or compatibility issues arising from customer-side systems, networks, configurations, or third-party integrations will be resolved, and WSO2 expressly disclaims any liability for performance disruptions, failures, or delays caused by third-party software, systems, or platforms;

    14.3 any advice or information Subscriber has obtained from WSO2, whether written or oral, shall not create any warranty unless expressly stated in the Terms.

15. 15. Indemnification

    Subscriber agrees to defend, indemnify and hold harmless WSO2, its subsidiaries, affiliates, partners, officers, agents, suppliers and employees from and against any third-party claim arising from or in connection with its (including its Authorised Users’) use of the Cloud Service from all claims, liabilities, costs and expenses including litigation costs and attorney’s fees.

16. 16. Limitation of Liability

    16.1 To the maximum extent permitted by applicable law, neither WSO2 nor its subsidiaries, affiliates, partners and agents will be liable for any indirect, incidental, special, exemplary, punitive or consequential damages in connection with or arising out of (or inability to use) the Cloud Services in whole or part, regardless of the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise) and even if advised of the possibility of such damages, including but not limited to, damages for loss of profits, goodwill, use or loss of data or other intangible losses. Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to the Subscriber. In such jurisdictions, WSO2’s liability and that of its subsidiaries, affiliates, partners, and agents will be limited to the greatest extent permitted by law.

    16.2 WSO2’s liability to the Subscriber for:

    1. Any free tier is limited to $10; and
    2. WSO2’s cumulative, aggregate liability under the paid tiers for all claims arising out of or related to these Terms shall be strictly limited to the total amount of fees actually paid by the Subscriber in the twelve (12) month period immediately preceding the event giving rise to liability.

17. 17. Term and Renewal

    17.1 These Terms commences on the day they are accepted and continues until terminated in accordance with these Terms.

    17.2 Each Order or the relevant subscription plan selected for online purchases will have its own Subscription Term.

    17.3 Unless otherwise specified in an Order or the relevant subscription plan selected for online purchases, Subscriptions will automatically renew for successive twelve [12]-month periods unless Subscriber has notified WSO2 thirty (30) days prior to the end of the Subscription Term of Subscriber’s intention to terminate. Fees at the time of automatic renewal will be at the rates current at the time of such renewal. The Fee will be payable as per section 10.2 above.

18. 18. Suspension

    WSO2 may suspend access to the Cloud Services if:

    1. Subscriber’s use poses a material security risk to the Cloud Service, WSO2’s systems, or any other users of the Service;
    2. Subscriber fails to pay undisputed fees after applicable notice; or
    3. suspension is necessary to comply with law.
    4. Subscriber’s use of the Cloud Service unreasonably overloads WSO2’s infrastructure or materially interferes with the enjoyment of the Cloud Services by other users.
    5. Subscriber’s breach of any provision of these Terms that, by its nature, is incapable of cure or requires immediate action.

19. 19. Termination

    19.1 Either party may terminate these Terms for material breach if the breach remains uncured for thirty [30] days after written notice.

    19.2 Either party may terminate these Terms immediately if the other party:

    1. becomes insolvent;
    2. ceases business; or
    3. is subject to an applicable insolvency proceeding that is not dismissed within sixty [60] days.

    Termination of these Terms will automatically terminate all Orders unless specified otherwise. Upon termination or suspension of the Cloud Services due to a breach or default on Subscriber’s part, WSO2 will have no obligation to refund to Subscriber any pre-paid fees.

20. 20. Effect of Termination

    Upon expiration or termination:

    1. Subscriber’s right to access the affected Cloud Services will cease;
    2. Subscriber will pay all outstanding fees.

21. 21. Changes to the Cloud Services and Terms

    21.1 WSO2 may update the Cloud Services and associated Documentation from time to time and shall not be liable to the Subscriber or to any third party for any modification of the Cloud Service. Subscriber agrees that WSO2 shall not be liable to the Subscriber or to any third party for any modification, suspension, termination or discontinuance of the Cloud Service. In the event the Cloud Service is permanently discontinued, then WSO2 shall refund a pro rata portion of any prepaid fees equivalent to the period the Cloud Service is unavailable.

    21.2 WSO2 may modify these Terms from time to time in its sole discretion. The modified Terms will become effective on the effective date mentioned by WSO2. Subscriber’s continued use of the Services after the effective date constitutes acceptance of the modified terms. If Subscriber does not agree to the modified terms, Subscriber must stop using the Cloud Services.

22. 22. General

    22.1 Publicity. You may state publicly that Subscriber is a user of the Cloud Services. Any identification or use of a party’s brand, logo, or trademark shall conform with the trademark use guidelines provided by one party to the other. WSO2 may reference the Subscriber as a customer and display Subscriber’s logo for marketing purposes. Subscriber will participate in a success story/case study related to WSO2. We may in consultation with the Subscriber, issue a media release concerning your engagement as a customer of WSO2.

    22.2 Governing law, WSO2 Contracting Entity, and Venue. The WSO2 entity entering into these Terms, the law that will apply in any dispute arising out of these Terms, and the venue for any dispute depends on where the Subscriber is domiciled.

    If You are domiciled in:	The WSO2 entity entering into this Agreement is:	Governing law is:	Method of dispute resolution is:
    USA, Canada, any country not listed below	WSO2 LLC, a Limited Liability Company in Delaware	Texas, without giving effect to the principles of conflict of laws	Arbitration in Austin, Texas in accordance with the rules of the American Arbitration Association (“AAA”).
    United Kingdom, Europe (except for Germany), Mongolia, Azerbaijan	WSO2 UK Limited, a company incorporated under the laws of England	England & Wales	Arbitration in London, United Kingdom, in accordance with the rules of the International Chamber of Commerce (“ICC”).
    Sri Lanka, Malaysia, Mauritius, Macau	WSO2 LANKA (PRIVATE) LIMITED, a company incorporated under the laws of Sri Lanka	Sri Lanka	Arbitration in Colombo, Sri Lanka in accordance with the rules of the Arbitration Act No. 11 of 1995
    South America, Belize, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama.	WSO2 BRASIL TECNOLOGIA E SOFTWARE EIRELI, a company incorporated in Brazil	Brazil	Arbitration in Sao Paulo, Brazil in accordance with the rules of the International Chamber of Commerce (“ICC”).
    Australia or New Zealand	WSO2 Australia Pty Limited, ABN 90 623 311 348	New South Wales, Australia without giving effect to the principles of conflict of laws.	Each party submits to the exclusive jurisdiction of the courts of New South Wales, Australia (and any relevant appellate courts). Each party’s designated representatives will meet within ten (10) days following receipt of notice of the dispute and will attempt to resolve the dispute within 15 days. If the parties agree in writing, a dispute may be mediated or arbitrated. If any dispute is not resolved informally or referred to mediation or arbitration, either party may commence legal proceedings in respect of the dispute in a court of competent jurisdiction. If the parties agree in writing to arbitrate a dispute, such dispute shall be referred to the Australian Disputes Centre (“ADC”) for resolution by binding arbitration in Sydney, New South Wales in accordance with the ADC’s Conciliation Rules.
    Germany	WSO2 Germany GmbH	The laws of Germany with the exception of United Nations Convention on the International Sale of Goods (CISG)	Arbitration in Germany in accordance with the rules of the International Chamber of Commerce (“ICC”).
    United Arab Emirates (including but not limited to any of its free zones)	WSO2 Middle East FZ-LLC	The governing law of the Agreement shall be the substantive law of Dubai International Financial Centre.	Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be DIAC. The language to be used in the arbitration shall be English.
    India	WSO2 India Private Limited, a company incorporated under the laws of India	India	By arbitration administered by the Singapore International Arbitration Centre (SIAC), India Office in Mumbai in accordance with the Arbitration Rules of the Singapore International Arbitration Centre Rules (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Mumbai. The arbitral tribunal shall consist of one arbitrator jointly appointed by the Parties. The substantive law governing the arbitration shall be the Indian Arbitration and Conciliation Act, 1996.
    Spain	WSO2 Spain SL, a company incorporated under the laws of Spain	Spanish Law	Arbitration in Spain in accordance with the rules of the International Chamber of Commerce (“ICC”).
    Singapore	WSO2 SG PTE LTD, a company incorporated under the laws of Singapore	Laws of Singapore	Arbitration in Singapore in accordance with the rules of the International Chamber of Commerce (“ICC”).
    South Africa	WSO2 South Africa (Pty) Ltd a Company incorporated under the laws of South Africa	Laws of South Africa	Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa (“AFSA”), which Rules are deemed to be incorporated by reference into this clause. The seat (legal place) of arbitration shall be Johannesburg, South Africa. The language of the arbitration shall be English. The arbitration shall be conducted on a confidential basis. The award of the arbitrator shall be final and binding on the Parties and may be made an order of any court of competent jurisdiction.

    22.3 Notices. WSO2 may be required by state or federal law to notify the Subscriber of certain events. Subscriber hereby acknowledges and consents that such notices will be effective upon WSO2’s posting them on the Cloud Services or delivering them to the Subscriber through e-mail. Subscriber may update its e-mail address by visiting Cloud Service where Subscriber has provided contact information. If Subscriber does not provide WSO2 with accurate information, WSO2 cannot be held liable if WSO2 fails to notify the Subscriber.

    22.4 Entire agreement. These Terms and all terms, conditions, and policies that are incorporated into these Terms by reference constitute the entire agreement between WSO2 and the Subscriber and govern Subscriber’s use of the Cloud Services, superseding any prior agreements that Subscriber may have had with WSO2.

    22.5 Export control, anti bribery and corruption. Both parties agree to comply with all applicable laws and regulations including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act, the U.S. Domestic Bribery Statute (18 U.S.C. § 201), the Export Administration Regulations, regulations governing U.S. economic sanctions programs, and all other applicable laws and regulations that govern corruption, bribery, export control, and economic sanctions. Subscriber shall not, directly or indirectly through third parties, offer, promise, authorize, pay, provide, accept, or solicit any bribe, kickback, or improper payment, gratuity, favor, or benefit to or from any person to obtain, retain, or direct any business or for any other improper purpose. Subscriber also agree that it shall not export, re-export, or transfer any WSO2 products and services in violation of applicable export control and economic sanctions laws, including to countries or territories subject to a U.S. government embargo or to persons designated on a U.S government-prohibited party list. Subscriber may not use, import or export materials on the Service in violation of the United States or any other applicable country’s import and export laws and regulations. WSO2 assumes no liability or responsibility for Subscriber’s failure to comply with this section.

    22.6 Waiver. WSO2’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. These Terms and Subscriber’s right to use the Cloud Service may not be assigned by Subscriber without the prior written approval of WSO2. Any attempted assignment in violation of the foregoing will be void. WSO2 may only assign its rights and delegate its duties under these Terms without Subscriber’s written consent in connection with a reorganization, reincorporation, merger, or sale of all, or substantially all of the shares or assets of WSO2 or the business of WSO2 to which these Terms relate.

    22.7 Relationship. These Terms do not create any joint venture, partnership, agency, or employment relationship between the parties.

    22.8 Invalid terms. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, such provision will be deleted and all other terms which remain valid and enforceable will survive and remain in full force and effect.

Schedule A

SaaS Product Terms

The terms in this section govern the functional operation, feature entitlements, and software usage rights of the respective WSO2 SaaS Products as stated below, unless expressly provided otherwise in an Order Form. The WSO2 SaaS Product Subscribed in the Order will be subject to the terms of the specific WSO2 SaaS Product terms stated below.

I. Agent Manager SaaS

1. Definitions.

2. AI and Automated Processing

The following clauses will be read together with section 9 of the main body of the Term:

3. Customer Support

4. Responsibility for Agents.

5. Trials Period. The free trial period (the “Trial Period”) will begin upon Subscriber’s registration for Agent Manager and will continue for fourteen (14) consecutive days, unless extended by WSO2 at its sole discretion. Features and components provided during the Trial Period will be as published by WSO2 in the respective product page.

6. Metrics. The usage metrics applicable for Agent Manager will be as defined in wso2.com/agent-platform/agent-manager/technical-usage-limits.