These Terms of Use (“Terms”) are entered into between You and WSO2 LLC/ and or its affiliates (“WSO2”) and contain the terms and conditions that govern Your use of the Choreo services (the “Service”).
You represent to us that You are lawfully able to enter into contracts (e.g., you are not a minor).
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 in that case “You” or “Your” will refer to the entity bound to this Agreement.
“Your Users” means individuals (including non-human devices, such as applications or services) who are authorized by You to use the Service, according to Your subscription.
Your “Data” means all electronic data (in any format including code, visuals, text) submitted by or on behalf of You or Your Users to the Service.
By using or accessing the Service, by clicking “I agree to the Terms” (or similar button or checkbox), upon registering for the Service as evidenced by the purchase summary sent to You by email for online purchases or by any document that references these Terms (“order”), You indicate Your assent to be bound by these Terms. If You do not agree to these Terms, do not use or access the Service.
1.1 License.To use Choreo, You must register for the Service and have a valid account. You may access and use the Service only in accordance with these Terms, all applicable laws and, if You are using a paid tier, any subscription limits associated with Your purchase. Subject to the above, WSO2 grants You and Your Users a limited, non-exclusive, royalty free, non-transferable and terminable license to access and use the Service solely for Your operations. No rights with respect to the Service are granted to You other than those specifically detailed in these Terms.
1.2 Updates and upgrades. WSO2 provides the Service to You and may upgrade the functionality and user interface of the Service from time to time in its sole discretion and in accordance with these Terms. These Terms shall also apply to any updates, upgrades, modules or features subsequently provided by WSO2 to You. You acknowledge that such upgrades may result in changes to the appearance and/or functionality of the Service.
1.3 Future functionality or features. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
1.4 Customer support.
(a) Free support tier.WSO2 provides free of charge support for this tier through the community support channel. You can access the community support channel via the Get Help / Get community help menu in the Choreo console.
(b) Commercial support Tiers.WSO2 provides support for the commercial support tiers through the support portal. If You have purchased commercial support, You can access the support portal through the Get Help / Support Portal menu in the Choreo console or by directly accessing the link https://cloud-support.wso2.com/. If for any reason this menu is not available, You may contact WSO2 support by e-mail at the following address: [email protected]. In order for WSO2 to process Your support request, You need to: (a) identify Yourself (b) describe the nature of the support request; and (c) provide contact information in the form of email for follow up communications. WSO2 will provide You with support during Your subscription period, according to the Support Plan indicated in the applicable order, and subject to the Support Policy set forth at https://wso2.com/choreo/support-policy/
WSO2 has no obligation to provide support services for problems in the operation or performance of the Service caused by non-WSO2 software or code changes, or any hardware product. For free, trial, preview or beta versions, support is provided on a best efforts basis by WSO2, and no response or resolution times are guaranteed.
(a) Users. You are responsible for all activities conducted under Your Users’ logins to the Service.
(b) Registration. When You register for the Service, You must provide WSO2 with true, accurate, current and complete information. You are solely responsible for maintaining the confidentiality of Your account(s) and password(s). You will promptly update Your registration to keep it accurate, current and complete. You shall use commercially reasonable efforts to prevent unauthorized access to or use of Service and You agree to immediately notify WSO2 promptly of any unauthorized access or use.
(c) Data. You shall be responsible for the accuracy, quality and legality of Your Data and all Data uploaded by Your Users. As between WSO2 and You, You are the Controller in respect of all Your Users’ Data and are responsible for ensuring that You comply with all applicable data protection regulations concerning such Data. WSO2 will be a processor or a service provider, which shall execute Your instructions.
(d) Restrictions. You shall not:
(i) modify, disassemble, decompile or reverse engineer the Service, or any part thereof;
(ii) copy, rent, sell, distribute, pledge, assign, or otherwise transfer, any rights to the Service, or any part thereof, or sub-license or make it available to anyone other than its authorized Users, nor create derivative works based on the Service, or any portion thereof. This prohibition does not apply to Your User Data;
(iii) send or store in the 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;
(iv) send or store infringing or unlawful material in connection with the Service, upload or post to the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party.;
(v) engage in, promote or encourage illegal, defamatory or fraudulent activity or activities
(vi) send or store malicious code or any code designed or intended to interrupt, interfere, intercept, expropriate, destroy, alter or limit the operation or functionality of the Service or any software, data, system, personal data, hardware or telecommunications equipment using or connected to the Service;
(vii) attempt to gain unauthorized access to, or disrupt the integrity, disable, interfere with or circumvent performance or functionality of the Service, other users or the data contained therein;
(viii) take any action that imposes an unreasonable or disproportionately large load on WSO2 infrastructure;
(ix) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or
(x) delete, alter, add to or fail to reproduce in and on the Service the name of WSO2 and any copyright or other notices appearing in or on the Service or which may be required by WSO2 at any time.
(xi) allow a third party to access the Service. This restriction does not include Users.
(xii) perform security tests on the Service without WSO2’s approval.
(xiii) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitations
(xiv) violate any of the terms, policies, security best practices and guidelines of infrastructure and cloud platform providers (including but not limited to https://www.microsoft.com/licensing/terms/product/ForOnlineServices/MCA, https://aws.amazon.com/free/terms/#:~:text=You%20may%20not%20use%20AWS,all%20of%20the%20Service%20Offerings and https://cloud.google.com/terms
(i) Online payment. Fees shall be deducted immediately from the credit card registered for the payment on the due date. WSO2 does not store any credit card details. In the event the payment does not go through, You 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.
(ii) Purchase through orders. You will pay the fees for the Services as specified in the applicable order or invoice. Unless specified otherwise in the Order, You will make all payments within thirty (30) days of receipt of an invoice, failure of which will result in suspension of the Services. You will be issued with receipts for payments made.
4.1 Your Data. As between WSO2 and You, You own Your Data. Other than the rights You give us in this Section, we obtain no rights under these Terms from You (or your licensors) to Your Data, including the underlying code you write. 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 the Service and any modifications, corrections or enhancements thereto, whether or not made by WSO2. WSO2 has granted you a license to access the Service, as set out in Section 1.1. The following trademarks and service marks and other WSO2 logos and products and service names on our sites are trademarks of WSO2: “WSO2”, “Asgardeo”, and “Ballerina”. Without WSO2’s prior permission, You agree not to display or use in any manner such marks. 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 the Service in order to improve our offering. 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 for another twelve month term 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.d. above.
5.2 Inactive accounts. If You are using the free version of our Service, we reserve the right to terminate Your account if You are inactive for a period of two (2) months or longer.
5.3 Termination for cause. WSO2 further reserves the right to terminate the Services and Your account in the event of a:
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 Service at any time. Termination will not relieve You from the obligation to pay fees already owed to WSO2.
5.6 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.
5.7 Modification of Services by WSO2. WSO2 reserves the right to modify and temporarily or permanently discontinue the Service (or any part thereof) at any time. You agree that WSO2 shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service, except as provided in Section 5.7.
5.8 Cease to operate the Service. In the event WSO2 ceases to operate the Services 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 that WSO2 does not warrant that the Services will meet Your requirements, will be uninterrupted, timely, secure or error free or reliable;
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 use of ( or inability to use) the Service in whole or part, 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 paid 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 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. All arbitration proceedings will be conducted in English by a single arbitrator selected under the Rules. 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 You or WSO2 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 You or WSO2, 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 of 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 on the Service or delivering them to You through email. You may update Your email address by visiting the 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 You and WSO2 and govern Your use of the Service, 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, reexport, 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.You may not use, import or export materials on the Site in violation of United States or any other applicable country’s import and export laws and regulations. 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 Services 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 assign its rights and delegate its duties under this Agreement 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.
Effective as of June 28, 2023
