Regional Agreement Variations: WSO2 Australia Pty Limited. Based upon the above, If You enter into this Agreement with WSO2 Australia Pty Limited, Sections 5.8, 9.2, and 13 are replaced with the following:
5.8 Remedies. IF ANY WARRANTY OR GUARANTEE CANNOT BE EXCLUDED AT LAW, THEN TO THE EXTENT PERMITTED BY LAW, WSO2’S SOLE LIABILITY AND SUBSCRIBER’S SOLE REMEDY FOR BREACH OF A WARRANTY, GUARANTEE, OR OBLIGATION OF THIS AGREEMENT IS LIMITED (AT WSO2’S OPTION) IN THE CASE OF: (A) SERVICES, TO THE RESUPPLY OF THE SERVICES OR PAYMENT OF THE COST OF THE SAME; AND (B) GOODS (INCLUDING SOFTWARE), TO THE REPAIR OR REPLACEMENT OF THE GOODS, SUPPLY OF EQUIVALENT GOODS OR PAYMENT OF THE COST OF THE SAME.
9.2 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 this Agreement, including without limitation, GST, 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 Subscriber made no withholdings or deductions.
Where a supply under this Agreement is a taxable supply, all amounts payable or other consideration provided must be increased by the amount of GST payable in relation to the supply. All GST must be paid at the time any payment for any supply to which it relates is payable (provided a valid tax invoice has been issued for the supply). In this Section, “GST”, “tax invoice” and “taxable supply” have the meanings given to them in the A New Tax Systems (Goods and Services Tax) Act 1999 (Cth).
13.0 Limitation of Liability. EXCEPT FOR LIABILITY DAMAGES FOR BODILY INJURY (INCLUDING DEATH) WHICH SHALL BE UNLIMITED, WSO2’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING NEGLIGENCE), IS LIMITED IN ANY CALENDAR YEAR TO THE AMOUNT PAID BY SUBSCRIBER FOR SERVICES DURING THAT CALENDAR YEAR. IF YOU HAVE PAID NO FEES, OR ARE A NON-COMMERCIAL, EDUCATIONAL, OR TRIAL LICENSEE, WSO2’S MAXIMUM AGGREGATE LIABILITY TO YOU IS $100.
IN NO EVENT WILL WSO2 BE LIABLE FOR ANY “INDIRECT LOSSES” BEING: (A) DOWNTIME COSTS, LOST BUSINESS, REVENUES, OR PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS OR OPPORTUNITY, LOSS OF OR DAMAGE TO DATA, LOSS OF GOODWILL OR REPUTATION, COSTS OF SOFTWARE RESTORATION; AND (B) ANY LOSS THAT DOES NOT ARISE NATURALLY OR ACCORDING TO THE USUAL COURSE OF THINGS FROM A BREACH, ACT OR OMISSION RELATING TO THIS AGREEMENT REGARDLESS OF WHETHER ANY OF THE FOREGOING ARE FORESEEABLE, AND REGARDLESS OF WHETHER WSO2 HAS BEEN NOTIFIED OF THE POSSIBILITY OF ANY OF THE FOREGOING. THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH,
Regional Agreement Variations: WSO2 Germany GmbH. Based upon the above, If You enter into this Agreement with WSO2 Germany GmbH, Sections 6.5, 9.1, and 9.2 are replaced with the following:
6.5 Non-solicitation. During the term of this Agreement and for a period of one (1) year after its termination, neither party will directly (a) solicit for hire or engagement any of the other party’s personnel who were involved in the provision or receipt of Services under this Agreement or (b) hire or engage any person or entity who is or was employed or engaged by the other party and who was involved in the provision or receipt of Services under this Agreement until one hundred eighty (180) calendar days following the termination of the person’s or entity’s employment or engagement with the other party.
For purposes herein, “solicit” does not include broad-based recruiting efforts, including without limitation help wanted advertising and posting of open positions on a party’s internet site. If You hire or engage directly or indirectly any personnel of WSO2 in violation of this section, You will pay WSO2 a contractual penalty equal to three times the monthly billing rate (assuming 168 hours per month) for such personnel.
9.1 Fees. After You sign an Order, or upon renewal of a Subscription, WSO2 will send you an invoice. You will pay all fees specified in invoices. All payments are due within thirty (30) calendar days of receipt of an invoice from WSO2 and are non-refundable. WSO2 may suspend or cancel performance of all or part of the Subscription or Services and may change its credit terms (after notifying You) if actual payment is not received within sixty (60) calendar days of Your receipt of WSO2’s invoice. Payments past due sixty (60) calendar days will incur interest at the rate of 9 percentage points above the ECB basic interest rate per year. In addition, Subscriber has to pay 40 EUR in recovering charges. In any proceeding brought by WSO2 to collect amounts due, WSO2 will also receive its actual costs of collection, including reasonable attorneys’ fees.
9.2 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 this Agreement, including without limitation, VAT which is paid by or is 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 Subscriber made no withholdings or deductions.