These "Terms of Use" ("Terms") are a legally binding agreement between You and WSO2 LLC and/or its affiliates ("WSO2") governing your use of the Asgardeo services available at https://wso2.com/asgardeo ("Asgardeo" or "Service"). By accessing or using Asgardeo, you signify your acceptance of these Terms. Please read them carefully.
You represent and warrant that you have the legal capacity and authority to enter into contracts, and that you are not a minor. If you are 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 in that case “You” or “Your” will refer to the entity bound by this Agreement.
By accepting any document that references these Terms, such as an order detailing Your purchase, (an “Order”), or by clicking “I agree to these Terms” (or a similar button or checkbox) or by accessing Asgardeo, You indicate Your assent to be bound by these Terms.
1.1 License. To access and use Asgardeo, You must register for the Service and have a valid account. You may use Asgardeo only in accordance with these Terms, all applicable laws, and any subscription limits associated with Your purchase. WSO2 grants You and Your Users a limited, non-exclusive, royalty-free, non-transferable, and terminable license to access and use Asgardeo solely for Your operations. No rights beyond those specified in these Terms are granted to You.
1.2 Updates and upgrades. WSO2 shall host and may upgrade Asgardeo's functionality and user interface at its sole discretion in accordance with these Terms. These Terms apply to all updates, upgrades, modules, or features provided by WSO2. You acknowledge that upgrades may alter Asgardeo's appearance or functionality.
1.3 Future functionality or features. You agree that Your 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.
1.4 Customer Support.
(a) Users. You are responsible for all activities conducted under Your Users' logins.
(b) Data. You are responsible for the accuracy, quality, and legality of Your Data and all data uploaded by Your Users. You are the controller of Your Users' Data and must ensure compliance with applicable data protection regulations. WSO2 will be a processor or a service provider that shall execute Your instructions
(c) Access. You are solely responsible for maintaining the confidentiality of Your account(s) and password(s). You shall use commercially reasonable efforts to prevent unauthorized access to or use of Services and must promptly report to us any unauthorized access or use.
(d) Updating Registration. You must provide accurate and current information when registering for the Service and You will promptly update the information to keep it accurate and complete.
(e) Restrictions. You shall not:
3.1 Free tier. WSO2 shall provide You with the free tier, free of charge up to the limits specified in the Asgardeo plans (https://wso2.com/asgardeo/pricing). If You wish to use more features or higher capabilities, WSO2 also provides paid subscriptions. Pricing and payment plans for the Service are available at https://wso2.com/asgardeo/pricing.
3.2 Commercial tier. When You sign up for a paid subscription, Your Order will specify the applicable support level and the fees for the usage in the Order, which will be payable in advance at the frequency set out in Your Order on the dates specified in the invoice. Your subscription period commences on the first day You access the Service with a paying account.
3.3 Excessive usage. If You exceed the subscribed usage plan, You will be charged for such excessive usage in accordance with WSO2’s records of Your usage data. You will be invoiced for excessive usage either on the next billing cycle (for monthly payment subscriptions) or on the date of the excessive usage (for annual payment subscriptions) and such fees will be pro-rated for the duration of the excessive usage. You will not receive prior notification of Your excessive usage or of the proportionate increase that will be reflected in Your next invoice.
3.4 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.
3.5 Payment terms. If You have subscribed for a paid tier:
3.6 Late payments. WSO2 may suspend or cancel performance of all or part of the subscription or Services and may change its payment terms (after notifying You) if actual payment is not received within 60 calendar days of Your receipt of WSO2’s invoice. Payments past due 60 calendar days will incur interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. You will also pay all costs incurred by WSO2 to collect undisputed amounts due, including legal fees, whether or not litigation is commenced.
3.7 Taxes. All fees are exclusive of any applicable Taxes. You 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 You are 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 increased by the amount necessary so that WSO2 receives an amount equal to the sum it would have received had You made no withholdings or deductions.
3.8 Price revisions. WSO2 reserves the right to change list prices and pricing plans in line with periodic scheduled price revisions. If WSO2 is of the view that such a change may adversely affect the plan You have subscribed to, You will receive thirty (30) days prior notice by e-mail of the proposed change.
3.9 Purchase Orders. Any pre-printed terms on any purchase order that is issued by You that are in addition to or in conflict with these terms are null and void.
4.1 Your Data. Except as provided in Section 4, we obtain no rights under this Agreement from You (or Your licensors) to Your Data. You grant us a license to use, copy, distribute and prepare derivative work from Your Data solely to perform the Services and provide support, maintenance and carry out analytics and improvements to the Service. However, where we have legal obligations or are subject to investigation, we may have to share Your Data with regulatory or investigatory authorities according to applicable laws. Wherever possible, we will attempt to notify You of such events.
4.2 WSO2 ownership and copyrights. WSO2 owns all rights, title and interest (including without limitation all copyrights, trade secrets or other proprietary rights) in Asgardeo and any modifications, corrections or enhancements thereto, whether or not made by WSO2. WSO2 has granted You a license to access Asgardeo, as set out in Section 1.1. The following trademarks and service marks and other WSO2 logos and product and service names are trademarks of WSO2: “WSO2”, “Ballerina” and “Asgardeo”. Withouat WSO2’s prior permission, You agree not to display or use such marks in any manner. Any third party trademarks displayed on our site are the property of those respective third parties and usage is subject to their terms.
4.3 Feedback. WSO2 shall own all intellectual property rights in any feedback or suggestions provided by You (“Feedback”). WSO2 may use aggregate and analytics data derived from Your use of Asgardeo hereunder in order to improve our services. Such usage data is anonymised and does not include any personally identifiable information.
5.1 Auto Renew. If You are using a paid subscription, Your subscription shall be automatically renewed: (a) monthly for monthly subscriptions or (b) for another twelve month term for annual subscriptions, unless You have notified WSO2 thirty (30) days prior to the end of the term of Your 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 3.5. above.
5.2 Inactive accounts. WSO2 reserves the right to terminate free tier accounts that are inactive for a period of two (2) months or longer.
5.3 Termination for cause. WSO2 reserves the right to terminate Your account in the event You (i) breach or have not complied with any of these Terms, and have not remedied such breach within 30 days of being notified of the breach, or (ii) fail to pay any applicable fees when due. Upon termination of the Services due to a breach or default on Your part, WSO2 will have no obligation to refund to You any fees paid by You.
5.4 Immediate termination. WSO2 reserves the right to terminate the Service and Your Account immediately upon written notice in the event Your use of the Service results in any security threat to the Service or to other users of the Service or violates any terms of this Agreement which by its nature is not curable or requires immediate action.
5.5 Discontinuation by You. You may discontinue Your use of the Services at any time by providing a 30 day notice period. Termination will not relieve You from the obligation to pay fees already owed to WSO2.
5.5 Availability of Data after termination. Notwithstanding the above, in the event Your access is terminated for whatever reason, WSO2 will make available a file with Your Data within 30 days of termination if You so request at the time of termination.
5.6 Cease to operate the Service. In the event WSO2 ceases to operate the Service completely, pre-paid subscription fees, if any, for the remaining months where You no longer have access to the Service will be refunded to You.
You agree 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 Your ( including Your Users’) use of the Service from all claims, liabilities, costs and expenses including litigation costs and attorneys fees.
You expressly acknowledge and agree that:
7.1 Your use of the Service is at Your sole risk and the 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 Services, products, software or other material available through the WSO2 sites;
7.2 WSO2 does not warrant that the Services will meet Your requirements, will be uninterrupted,timely, secure, reliable or error free;
7.3 any advice or information You have obtained from WSO2, whether written or oral, shall not create any warranty unless expressly stated in the Terms.
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 the Services or the Site, 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.WSO2’s liability to You for the free tier is limited to $10 and WSO2’s liability under the commercial support tiers shall be limited to the amount of fees paid by You during the period of a material breach up to a maximum of one year. 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 You. 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.
The Service may allow You to integrate with third party software, which You should undertake at Your own risk. WSO2 does not control or endorse any such third party software or services and is not liable for Your usage of, or integration to such third party offerings. All such third party software or services are separately governed by the terms of those respective sites. You are solely responsible for ensuring that You comply with any terms of service or other agreements applicable to the third party offering and that it is fit for Your purpose. WSO2 makes no warranties or representations, express or implied, with respect to such third party software or services.
If You have a dispute with one or more Users, You hereby release WSO2, its subsidiaries, affiliates, partners, agents, officers and employees from claims, demands and damages (direct and consequential) of every kind and nature, known and unknown arising out of or in any way connected with such disputes. If You are a California resident or an entity incorporated in California, You waive the applicability of California Civil Code Section 1542 which says A general release does not extend to claims which the creditor does not know or suspect to exist in such creditor’s favour at the time of executing the release, which if known by the creditor must have materially affected such creditor’s settlement with the debtor.
Any dispute arising out of or relating to these Terms or the Service will be finally settled by arbitration, except that WSO2 may bring an action in a court of competent jurisdiction with respect to any dispute affecting WSO2’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules of the American Arbitration Association (Rules). Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Santa Clara, California, United States, and the judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator has no authority to award damages in excess of those permitted in these Terms for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Santa Clara, California, necessary to protect the rights or the property of each party, its subsidiaries, affiliates, partners, officers, and agents, pending the completion of arbitration.
In the event You are using the Services as part of the WSO2 for Startups program or any other program where WSO2 provides credits to You, WSO2 may reference You as a user of the Service and display Your logo for marketing purposes subject to Your logo usage guidelines. You will participate in a success story/case study related to WSO2. We may in consultation with You, issue a media release concerning Your engagement as a customer of WSO2.
13.1 Revision to terms. WSO2 may modify these Terms from time to time in its sole discretion. By continuing to use the Services after these Terms have been modified, You indicate Your agreement to the revised Terms. If You do not agree to the modifications, You should stop using the Services.
13.2 Governing Law. These Terms will be construed in accordance with the laws of the State of California, excluding its conflicts of law principles and the federal laws of the United States.
13.3 Notices. WSO2 may be required by state or federal law to notify You of certain events. You hereby acknowledge and consent that such notices will be effective upon WSO2’s posting them within the Services or delivering them to You through e-mail. You may update Your e-mail address by visiting Your Account page where You have provided contact information. If You do not provide WSO2 with accurate information, WSO2 cannot be held liable if WSO2 fails to notify You.
13.4 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 You and govern Your use of the Services, superseding any prior agreements that You may have had with WSO2.
13.5 Compliance. 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. You 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. You also agree that You 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. WSO2 assumes no liability or responsibility for Your failure to comply with this section.
13.6 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 Your right to use the Service may not be assigned by You 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 Your 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 this Agreement relates.
13.7 Relationship.These Terms do not create any joint venture, partnership, agency, or employment relationship between the parties.
13.8 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.
