This WSO2 Software License Agreement (the "Agreement") is entered into by you and the applicable WSO2 entity, as described below. If you are an individual accepting this Agreement on behalf of a company or other legal entity, you represent that you are authorized to bind the entity to the terms of this Agreement and "You" or "Your" will refer to the entity bound to this Agreement, not to you as an individual.
By using or accessing the Software, signing this Agreement or any document that references this Agreement (such as an Order), or by clicking "I agree to the Terms" (or similar button or checkbox) upon downloading or installing the Software, You indicate Your assent to be bound by this Agreement. If You do not agree to this Agreement, do not use or access the Software.
All right, title, and interest, including but not limited to intellectual property rights such as copyrights, in and to the Software and any copies thereof, are owned by WSO2 or its suppliers. All right, title, and interest, including but not limited to intellectual property rights such as copyrights, in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. All rights not expressly granted are reserved by WSO2.
A license granted to You by this Agreement is valid only if You adhere to the following conditions.
If You purchase a Subscription, the following terms and conditions apply.
QuickStarts, Training, Technical Account Management, Managed Services, and other services WSO2 may offer to Subscriber are subject to the following terms.
This Section applies if You purchase Subscription through an authorized reseller of WSO2 ("Reseller").
SUBSCRIBER’S EXCLUSIVE REMEDY FOR WSO2’S MATERIAL BREACH OF WARRANTY IS TO (I) DELIVER TO SUBSCRIBER A CORRECTED VERSION WHICH ALLOWS FOR PROPER INSTALLATION AS PROVIDED IN THE WSO2 SUPPORT SERVICES POLICY OR (II) IF OPTION (I) IS NOT RELEVANT OR IS DEEMED NOT TO BE COMMERCIALLY FEASIBLE BY WSO2, TERMINATE THIS AGREEMENT AND REFUND A PRO RATA PORTION OF THE FEES PAID BY SUBSCRIBER UPON SUBSCRIBER’S DELETION OF THE SOFTWARE.
If You are a Subscriber, the provisions of this section apply to You.
Confidential Information expressly includes proposals or price quotes created by WSO2 for You, Orders, and any changes or amendments to this Agreement.
Any personal information received or provided pursuant to the Services will be handled by WSO2 in accordance with this Agreement and all applicable privacy laws. Such privacy laws include the California Civil Code Sec. 1798.100 et seq. (“CCPA” ), the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK GDPR and the Brazil General Data Protection Law, Law 13,709/2018 (“LGPD”), as applicable; WSO2 shall act exclusively as a Service Provider (as defined by CCPA), Data Processor (as defined in GDPR/UK GDPR) and, Processor (as defined in LGPD) and shall retain, use, disclose and process Your personal information solely for the purpose of providing and enhancing the Software and Services on Your behalf. We will take all necessary technical and organizational measures to ensure compliance with all applicable laws (including in respect of security, confidentiality, and availability), in regard to the protection of Your personal information. For the purposes of this section: (a) Your personal information shall mean personal data or information however it is defined by applicable law; and (b) UK GDPR means GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019).
| 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 | California without giving effect to the principles of conflict of laws | Arbitration in Santa Clara, California 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 | English | 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. |
Agreement to Governing Law and Dispute Resolution. Each party agrees to the applicable governing law above, and to the exclusive method of dispute resolution. Where the applicable dispute resolution procedure is arbitration, the award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in any court of competent jurisdiction. Nothing in the above provision prevents either party from applying to a court of competent jurisdiction for equitable or injunctive relief. Any dispute or other action arising out of this Agreement must be brought within one year of the date the cause of action accrued. An action for nonpayment may be brought either within two years of the date of last payment, or within the period prescribed by applicable law in Your region.
Regional Agreement Variations: WSO2 Australia Pty Limited. Based upon the above, If You enter into this Agreement with WSO2 Australia Pty Limited, Sections 9.2, and 13 are replaced with the following:
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).
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, DEFAMATION, INFRINGEMENT OF PUBLICITY, PRIVACY, OR INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER CONTRACT OR TORT CLAIM.
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:
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.
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.
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.
Regional Agreement Variations: WSO2 Middle East FZ- LLC. Based upon the above, If You enter into this Agreement with WSO2 Middle East FZ- LLC, Section 1.1 is replaced with the following:
Regional Agreement Variations: WSO2 India (Private) Limited.
Based upon the above, If You enter into this Agreement with WSO2 India (Private) Limited, Section 6.5, 9.2 and 16.1 are replaced with the following:Non-solicitation. During the term of this Agreement and for a period of one (1) year after its termination, neither party will directly or indirectly (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 as liquidated damages an amount equal to three times the monthly billing rate (assuming 168 hours per month) for such personnel. You agree that the said amount is a genuine pre-estimate of the damages that WSO2 will suffer on account of such breach and are not by way of penalty.
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, 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 Subscriber made no withholdings or deductions. In such cases You shall also deposit with the tax authorities and within the time required under law, the withheld or deducted amount and shall provide WSO2 with the relevant certificates in relation thereto.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, in whole or in part, this Agreement will be interpreted and construed as if such provision had never been included herein. The remaining part of such provision and all other provisions of this Agreement shall remain in full force and effect. In such an event, the parties undertake to endeavor in good faith to replace the said provision by a valid, legal, and enforceable provision which contains, as nearly as possible, the rights and obligations contained in the provision to be replaced.