Choreo Terms of Use

These Terms of Use (“Terms”) are entered into between You and WSO2 LLC (“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, or by signing these Terms or any document that references these Terms (such as an 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. Use of the Services

1.1 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 Choreo solely for Your operations. No rights with respect to Choreo 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.

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.

1.3 Customer support. WSO2 provides online and email technical support through the Help/Contact Support menu in the Choreo Developer Portal. 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 shall: (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.

Exceptions: WSO2 has no obligation to provide support services for problems in the operation or performance of Choreo caused by non-WSO2 software or code changes, or any hardware product.

For free, trial or beta versions, support is provided on a best efforts basis by WSO2, and no response or resolution times are guaranteed. 

2. Customer responsibilities

You are responsible for all activities conducted under Your Users’ logins to the Service. 

(a) 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. 

(b)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 only be a processor or a service provider, which shall execute your instructions.

(c) You shall not:

 (i) modify, disassemble, decompile or reverse engineer the Service, or any part thereof;

(ii) copy, rent, sell, distribute, 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) send or store malicious code or any code designed to interrupt, destroy, alter or limit the functionality of any software, hardware or telecommunications equipment using or connected to the Service; 

(vi) attempt to gain unauthorized access to, or disrupt the integrity, performance or functionality of, the Service, other users or the data contained therein; 

(vii) take any action that imposes an unreasonable or disproportionately large load on WSO2 infrastructure;

(viii) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or 

(ix) 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. 

3. Fees and Payment

1. WSO2 may provide a basic tier that is free of charge. If you wish to use more features or higher capabilities, WSO2 also provides paid subscriptions for the Service . Pricing and payment plans for the Service are available at https://wso2.com/choreo/pricing. Fees are nonrefundable and billed at the frequency set out in your invoice or order. Your subscription period commences on the first day you access the Service with a paying account.
2.  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 may receive prior notification of your excessive usage or of the proportionate increase that will be reflected in your next invoice.
3. 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.
4. You will be issued with receipts for payments made.
5. 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.
6. 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.

4. Intellectual Property Rights

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”, “Ballerina” and “Oxygenating the Web Services Platform”. 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”) Feedback will be deemed WSO2 property and subject to the terms of use at https://wso2.com/terms-of-use.

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. Termination of Services

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.

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 six (6) months or longer. 

WSO2 further reserves the right to terminate the Services and Your account in the event of a

1. breach of, or non compliance with any one of these Terms and failure to remedy such breach within 30 days of notification of the breach;
2. failure 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. 

You may discontinue your use of the Service at any time. Termination will not relieve you from the obligation to pay fees unpaid. 

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. WSO2 reserves the right to terminate any account at any time in its sole discretion. WSO2 reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. 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.

 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.

6. Indemnification

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.

7. Disclaimer of Warranties

You expressly acknowledge and agree that

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;
2. that WSO2 does not warrant that the Services will meet your requirements, will be uninterrupted, timely, secure or error free or reliable;
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.

8. Limitation of Liability

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.To the maximum extent permitted by law, WSO2 its subsidiaries, affiliates, partners and agents will not be liable for any damages that exceed the total amounts paid by you to WSO2 for the Services during the twelve month period immediately preceding the event giving rise to such claim.If You are using a free version of the Service, WSO2’s liability to you is limited to $10. 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.

9. Release

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.

10. Arbitration

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 San Jose, 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 who must be a lawyer and fluent in English. 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 San Jose, 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.

11. Miscellaneous

1. WSO2 may modify these terms from time to time in its sole discretion.
2. 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.
3. 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.
4. 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.
5. You 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 your failure to obtain any necessary export approvals.
6. 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.
7. These Terms do not create any joint venture, partnership, agency, or employment relationship between the parties.
8. 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 March 24, 2022