THESE WSO2 COMMERCIAL LICENSE TERMS (THE “TERMS”) CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN WSO2 AND LICENSEE. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE SOFTWARE, LICENSEE AGREES TO THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS.
“Licensee” means the entity using the Software in accordance with these Terms and any Subscription Agreement that expressly incorporates these Terms or to which these Terms may be attached.
“Licensee’s Systems” means any computer system owned, controlled, or operated by or solely on behalf of Licensee upon which the Software shall be deployed.
“Software” means the software identified in a Subscription Agreement, together with any documentation and Updates thereto.
“Subscription Agreement” means any valid written agreement entered into between WSO2 and Licensee setting forth the specifics of the licenses, usage limits and services provided to Licensee in relation to the Software.
“Term” means the period of time these Terms, including the Software License, as described herein and in any applicable Subscription Agreement, are valid. The Term shall be coterminous with the term of the Subscription Agreement to which these Terms are attached or which expressly incorporates these Terms or, in the case of evaluation offers, the term of the evaluation, as described in Section 5(b), below.
“Update” means software components, media, printed materials, and online or electronic documentation that augments the capability or addresses a requirement or deficiency in the Software. Updates include patches or fixes obtained through the WSO2 Update service (see https://wso2.com/updates) or delivered directly to Licensee.
“WSO2” means WSO2 Inc. and its affiliate entities which are owned and/or controlled by, owned and/or controlled; or are under common ownership and/or control with WSO2.
Subject to the terms and conditions contained herein and the applicable Subscription Agreement, including the usage limits described therein, WSO2 grants Licensee a non-exclusive, non-transferable, renewable license (the “Software License”) to Use the Software during the Term. For purposes of this Software License, the term “Use” means to install, store, load, execute, and display the Software on the Licensee’s Systems for its own internal use.
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 or its suppliers.
Updates and minor version upgrades to the Software may be made available periodically to the Licensee during the Term, as set out in the Licensee’s Subscription Agreement, and such Updates and minor version upgrades shall be subject to these Terms. In the event of any conflict between these Terms and the terms of any other license terms or End User License Agreements attached to Updates and minor version upgrades, these terms shall govern.
These Terms, including the Software License, shall expire at the end of the Term, unless Licensee and WSO2 agree to renew such License. Without prejudice to any other rights, WSO2 may terminate these Terms, including the Software License, if Licensee fails to comply with any of the Terms. Upon expiration or termination of these Terms, Licensee shall destroy or return to WSO2 the Software, all copies of the Software in Licensee’s possession and any documentation in relation to the Software, and shall uninstall any Updates provided by WSO2 in relation to the Software.
EXCEPT FOR THE WARRANTIES EXPRESSLY SET OUT IN ANY SUBSCRIPTION AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WSO2 PROVIDES NO OTHER WARRANTIES OF ANY KIND IN RELATION TO THE SOFTWARE OR THE OPERATION THEREOF, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY WSO2 OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE.
WSO2 WARRANTS FOR THIRTY (30) DAYS FROM THE BEGINNING OF THE TERM THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY AS DESCRIBED IN THE DOCUMENTATION. THE REMEDY FOR A BREACH OF THIS WARRANTY IS FOR WSO2 TO REPLACE OR REPAIR THE SOFTWARE WITHIN SIXTY (60) DAYS OF WSO2 HAVING BEEN NOTIFIED OF THE DEFECT; IF A REPAIR CANNOT BE MADE DURING THIS TIME, WSO2 WILL TERMINATE THIS LICENSE AND REFUND LICENSEE THE AMOUNT PAID FOR THE SOFTWARE.
IN NO EVENT WILL WSO2 BE LIABLE FOR ANY INCIDENTAL INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; OR SOFTWARE RESTORATION, 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; LIBEL; INFRINGEMENT OF PUBLICITY, PRIVACY, OR INTELLECTUAL PROPERTY RIGHTS; OR ANY OTHER CONTRACT OR TORT CLAIM.