﻿WSO2 SOFTWARE LICENSE AGREEMENT

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.


1. Definitions

(a) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is 
under common control with a party to this Agreement. 
(b) "Order" is a document signed by You authorizing the purchase of the Products 
requested by You, the Support Plan, associated fees, and any additional terms offered 
by WSO2.
(c) "Products" means collectively Software, Support and/or other Services obtained by 
You from WSO2 subject to the terms of this Agreement.
(d) "Services" means training, consulting and other services, other than Support, specified 
in an Order.
(e) "Software" means the computer programs developed and owned by WSO2 to which 
this License Agreement is attached, however You obtain or access them. Software 
includes security patches, updates, or other modifications to the Software supplied by 
WSO2. 
(f) "Subscription" is a commercial offering from WSO2 consisting of a license to use, and 
access to Support for, the Software, for a specific period of time. 
(g) "Subscription Period" is the duration of a Subscription as specified in an Order.
(h) "Support" means support provided by WSO2 to a Subscriber for the Software 
according to the terms of the WSO2 Support Services described in Section 5.1.
(i) "Support Plan" means the service level specified in an Order, from among the levels 
defined in the Support Services Policy.

2. License Grant

2.1 Free License for Non-commercial, Educational, or Trial use. WSO2 hereby grants You a 
worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, terminable 
license to use the Software for Non-commercial, Educational, or Trial purposes. Non-
commercial, as used in this Agreement, means personal use whereby no commercial 
advantage or monetary compensation is sought or received for use of the Software or for 
works, data or services that use the Software. Educational or Trial purposes, as used in this 
Agreement, means use for the purpose of learning to use the Software, teaching others to 
use the Software, evaluating or demonstrating Software capabilities, or for scholarly or 
artistic purposes.

2.2 License for commercial use. If You purchase a Subscription from WSO2 or one of its 
authorized Resellers, WSO2 hereby grants to You, as "Subscriber", a worldwide, non-
exclusive, non-transferable, non-sublicensable, renewable license to use the specific 
Software configuration defined in the Order for the Subscription Period. The Order will 
specify the scope of the Subscription purchased by Subscriber, including: (a) all production 
or non-production use of any and all WSO2 products, not just a representative subset; (b) 
usage limits (e.g. core or transaction limits) (c) any other license parameters; and (d) any 
other terms and conditions mutually agreed for the purchased Subscription.


3. Copyright. 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. 


4. Conditions of Use. A license granted to You by this Agreement is valid only if You adhere to 
the following conditions.

4.1 Maintenance of Copyright Notices. You shall not remove or alter any copyright or license 
notices that appear in or on the Software.
4.2 Modification. You shall not modify, alter, decompile, decrypt, disassemble, translate, or 
reverse engineer the Software.
4.3 Distribution. You shall not sublicense, transfer, lease, rent, or otherwise distribute or make 
available the Software to any third party. 
4.4 SaaS. Unless authorized by WSO2, You shall not make the Software available as commercial 
Software-as-a-Service.
4.5 Compliance with Applicable Laws. You shall comply with all applicable laws regarding use of 
the Software.


5. Subscription Terms and Conditions. If You purchase a Subscription, the following terms and 
conditions apply.

5.1 Support. WSO2 will provide Subscriber with Support for the Software during the 
Subscription Period according to the Support Plan indicated in the applicable Order, and 
subject to the WSO2 Support Policy set forth at https://wso2.com/licenses/support-policy. 
Each Subscription includes Query Support subject to a maximum-hours limit as indicated in 
the Order. Limits can be increased subject to additional fees. The maximum hours limit is 
reset upon renewal for a subsequent annual period; unused hours cannot be rolled over into 
the next annual period. All instances of Software in production and otherwise must be 
identified in the Order.

5.2 Increases in Software Use. Subscriber may increase its use of the Software during the 
Subscription Period beyond the scope specified in the applicable Orders (including any 
authorized bursting allowance included in the Products), provided that Subscriber promptly 
notifies WSO2 of the additional use and pays the applicable Fees.

5.3 Subscription Renewal. Subscriptions automatically renew for additional periods equal to 
one year unless Subscriber notifies WSO2 in writing at least 90 days prior to the end of the 
Subscription Period that it wishes either to renew for a longer period, or to end the 
Subscription.  Renewals are subject to a 9% increase unless otherwise specified in an Order 
Form.  Fees for renewal are due according to the Fees and Payment terms of this 
Agreement.

5.4 Termination for Change in Services. WSO2 may change the terms of Support or Services 
from time to time and these changes are effective when made, without affecting the validity 
of this Agreement. In the event of any material changes, WSO2 will attempt to provide 
Subscriber notice by sending an email to the point of contact address provided by 
Subscriber. In the event of a material and adverse change to the terms of Support or 
Services, Subscriber has the right to terminate this Agreement upon 30 days' prior written 
notice to WSO2 at the following email address: support@wso2.com. In the event of such 
termination, WSO2 shall reimburse Subscriber a pro rata amount of any fees actually 
prepaid by Subscriber.

5.5 Audit. Upon WSO2's request with reasonable notice, Subscriber will permit technical and 
operational audits of Subscriber related to the subject matter of this Agreement. Audits may 
include verifying Subscriber's usage of the Software conforms to the usage limits purchased 
by Subscriber. Audits shall be carried out within Subscriber's regular business hours and 
WSO2 will honor confidentiality and data protection requirements. If non-compliance is 
discovered in an audit, Subscriber will be responsible for all costs associated with carrying 
out such audit. In addition, where such audit reveals Subscriber has exceeded the usage 
subscribed-for, Subscriber shall pay WSO2 prorated fees for the excess usage at the same 
rate(s) designated in the most proximate Order. If the date excess usage began cannot be 
determined to WSO2's satisfaction, excess usage shall be deemed to have commenced on 
the start date of the Subscription.


6. WSO2 Consulting Services. QuickStarts, Training, Technical Account Management, Managed 
Services, and other services WSO2 may offer to Subscriber are subject to the following 
terms.

6.1 Consulting Services Terms. WSO2 provides on-site and remote consulting services according 
to the Consulting Service Terms at https://wso2.com/licenses/consulting-terms, as updated 
or amended from time to time.

6.2 Managed Services Terms. WSO2 provides Managed Services according to the WSO2 
Managed Services Terms and Service Level Agreement at 
https://wso2.com/licenses/managed-services-terms.

6.3 Independent Contractor. The relationship of the parties is that of independent contractors. 
Neither party, nor any partner, agent or employee of either party, has authority to enter into 
contracts that bind the other or create obligations on the part of the other without the prior 
written authorization of such party.

6.4 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 a contractual penalty equal to three times the monthly billing rate 
(assuming 168 hours per month) for such personnel.


7. Reseller Orders. This Section applies if You purchase Subscription through an authorized 
reseller of WSO2 ("Reseller").

7.1 Instead of paying WSO2, You will pay the applicable amounts to the Reseller, as agreed 
between You and the Reseller. WSO2 may suspend or terminate Your Subscription if WSO2 
does not receive the corresponding payment from the Reseller.

7.2 Instead of an Order submitted to WSO2, Your order details will be as stated in the order 
placed with WSO2 by the Reseller on Your behalf, and the Reseller is responsible for the 
accuracy of any such order as communicated to WSO2.

7.3 If You are entitled to a refund under this Agreement, then unless otherwise specified by 
WSO2, WSO2 will refund any applicable fees to the Reseller and the Reseller will be solely 
responsible for refunding the appropriate amounts to You.

7.4 Resellers are not authorized to modify this Agreement or make any promises or 
commitments on WSO2's behalf, and WSO2 is not bound by any obligations to You other 
than as set forth in this Agreement.

7.5 The amount paid or payable by the Reseller to WSO2 for Your use of the applicable Software 
under this Agreement will be deemed the amount actually paid or payable by You to WSO2 
under this Agreement for purposes of calculating the liability cap in Section 13.


8. Publicity and Feedback

8.1 WSO2 Logos. WSO2 products may include features for theming the product user interfaces. 
You will retain the "WSO2" or "powered by WSO2" logos in conformance with WSO2 Logo 
Usage Guidelines at https://wso2.com/brand. 

8.2 Publicity. You may state publicly that You are a user of the Products. Any identification or 
use of a party's brand, logo, or trademark shall conform with the trademark use guidelines 
provided by one party to the other. WSO2 may reference you as a customer and display Your 
logo for marketing purposes. 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.

8.3 Feedback. If You provide any suggestions, corrections, or feedback regarding the Products, 
WSO2 may use that information without obligation to You, and You hereby irrevocably 
assign to WSO2 all right, title, and interest in the suggestions, corrections, or feedback. 


9. Fees and Payment

9.1 Fees. After You authorize an Order, upon renewal of a Subscription, or for other fees due to 
WSO2, WSO2 will send you an invoice. You will pay all fees specified in invoices. All 
payments are due within 30 calendar days (or such other period agreed between the parties) 
of receipt of an invoice from WSO2 and are non-refundable. WSO2 will 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 on the payment due date. Payments 
past the due date will incur interest at the rate of 1.5% per month or the highest rate 
permitted by law, whichever is less. You will also pay all costs incurred by WSO2 to collect 
undisputed amounts due, including legal fees, whether or not litigation is commenced.

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, 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. 

9.3 Purchase Orders. Any pre-printed terms on any purchase order that is issued by You that are 
in addition to or in conflict with the terms of this Agreement are null and void.


10. Term & Termination

10.1 Termination. If You have an active Subscription, this Agreement terminates when Your 
Subscription terminates. If You do not have an active Subscription, this Agreement 
terminates when you cease using the Software, or 90 days after WSO2 notifies You that it 
wishes to terminate the Agreement.

10.2 Termination for Cause. Either party may terminate this Agreement on written notice to the 
other if the other party fails to comply with this Agreement after it has been notified in 
writing of the nature of the failure and been provided with 30 days after receiving the 
written notice to cure the failure.

10.3 Effect of Termination. Upon termination of this Agreement: 
(a) the rights granted by one party to the other immediately cease; 
(b) all fees owed by Subscriber are immediately due upon receipt of the final invoice; and 
(c) You will delete the Software immediately from Your systems and records and  notify 
WSO2 in writing that deletion has been completed within 10 business days.

10.4 Survival. Sections 6.4, 9.1, 11.2, 13, and 16.10, and those provisions intended by their nature 
to survive termination of this Agreement survive termination. Section 14 will survive 
termination of this Agreement for 3 years.


11. Limited Warranties

11.1 Warranties for Subscriber. If You are a Subscriber, WSO2 warrants that:
(a) the Software will perform substantially in accordance with its documentation (located 
at https://wso2.com/documentation/;
(b) it will perform Support and Consulting Services in a diligent and workmanlike manner 
consistent with industry standards; and
(c) to its knowledge, the Software does not, at the time of delivery to You, include 
malicious mechanisms or code for the purpose of damaging or corrupting the 
Software.

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.

11.2 EXCEPT AS PROVIDED IN THE AGREEMENT, WSO2 MAKES NO WARRANTIES, EXPRESS OR 
IMPLIED, UNDER THIS AGREEMENT; ALL SERVICES, SOFTWARE, AND SUPPORT ARE 
PROVIDED BY WSO2 "AS IS."


12. Indemnification. If You are a Subscriber, the provisions of this section apply to You.

12.1 Subject to the provisions of this Section 12, and commencing from the start of the 
Subscription Period, WSO2 will defend at its expense any suit brought against Subscriber, 
and will pay any settlement WSO2 makes or approves, or any direct damages (excluding 
amounts awarded for reputation harm or business impact) finally awarded in such suit, 
insofar as such suit is based on a claim by any third party alleging that the Products 
misappropriate any trade secret recognized under the Uniform Trade Secrets Act or infringe 
any copyright or United States patent valid within the Subscription Period (an "IP Claim"). 
WSO2's indemnification obligations are limited to US $7,000,000. 

12.2 If any portion of the Software or the Services becomes, or in WSO2's opinion is likely to 
become, the subject of an IP Claim, WSO2 may, at WSO2's option: (i) procure for Subscriber 
the right to continue using the Products; (ii) replace the Products with non-infringing 
software or services which do not materially impair the functionality of the Products; (iii) 
modify the Products so that they become non-infringing; or (iv) terminate this Agreement 
and refund any fees actually paid by Subscriber to WSO2 for the remainder of the 
Subscription Period then in effect, and upon such termination, Subscriber will immediately 
cease all use of the Software, documentation, and Services.

12.3 Notwithstanding anything to the contrary herein, WSO2 has no obligation with respect to 
any IP Claim based upon (i) any open source software components included in the Software; 
(ii) any use of the Software or the Services not in accordance with this Agreement or as 
specified in the documentation; (iii) any use of the Software in combination with other 
products, equipment, software or data not supplied by WSO2; or (iv) any modification of the 
Software by any person other than WSO2 or its authorized agents. This Section states the 
sole and exclusive remedy of Subscriber and the entire liability of WSO2, or any of the 
officers, directors, employees, shareholders, contractors, or representatives of either party, 
for IP Claims.

12.4 Subscriber shall indemnify WSO2 for all losses and liabilities incurred due to Subscriber's 
breach of section 16.5.

12.5 The indemnifying party's obligations as set forth above are expressly conditioned upon 
complying with each of the following: (i) the indemnified party must promptly notify the 
indemnifying party in writing of any threatened or actual claim or suit; (ii) the indemnifying 
party will have sole control of the defense or settlement of any claim or suit; and (iii) the 
indemnified party must cooperate with the indemnifying party to facilitate the settlement or 
defense of any claim or suit.


13. Limitations of Liability

13.1 EXCEPT FOR DAMAGES FOR BODILY INJURY (INCLUDING DEATH), WSO2'S TOTAL 
AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES PAID 
BY YOU DURING THE PERIOD OF A MATERIAL BREACH UP TO A MAXIMUM OF ONE YEAR. IF 
YOU HAVE PAID NO FEES, OR ARE ON A NON-COMMERCIAL, EDUCATIONAL, OR TRIAL 
LICENSEE, WSO2'S MAXIMUM AGGREGATE LIABILITY TO YOU IS $100.

13.2 Waiver of Consequential Damages. IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE 
AFFILIATES BE LIABLE FOR ANY INCIDENTAL INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS 
OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, 
REVENUES, GOODWILL, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OF OR 
DAMAGE TO DATA; OR SOFTWARE RESTORATION, REGARDLESS OF WHETHER ANY OF THE 
FOREGOING ARE FORESEEABLE, AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN 
NOTIFIED OF THE POSSIBILITY OF ANY OF THE FOREGOING. THESE LIMITATIONS 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.


14. Confidentiality

14.1 Definition. "Confidential Information" means any information, documentation, system, or 
process disclosed by a party or a party's Affiliate that is: 
(a) designated as confidential (or a similar designation) at the time of disclosure;
(b) disclosed in circumstances of confidence; or 
(c) understood by the parties, exercising reasonable business judgment, to be 
confidential.

Confidential Information expressly includes proposals or price quotes created by WSO2 for 
You, Orders, and any changes or amendments to this Agreement. 


14.2 Exclusions. Confidential Information does not include information that: 
(a) was lawfully known or received by the receiving party prior to disclosure;
(b) is or becomes part of the public domain other than as a result of a breach of this 
Agreement;
(c) was disclosed to the receiving party by a third party, provided such third party, or any 
other party from whom such third party receives such information, is not in breach of 
any confidentiality obligation in respect to such information; or 
(d) is independently developed by the receiving party as evidenced by independent 
written materials. 

14.3 Nondisclosure. Each party shall treat as confidential all Confidential Information of the other 
party, shall not use Confidential Information except as set forth in this Agreement, and shall 
use best efforts not to disclose Confidential Information to any third party. A party may 
disclose such information to its directors, officers, and employees, provided they are made 
aware of the party's obligation under this Agreement and are bound by the same degree of 
confidentiality. Without limiting the foregoing, each of the parties shall use at least the same 
degree of care that it uses to prevent the disclosure of its own Confidential Information of 
like importance to prevent the disclosure of Confidential Information disclosed to it by the 
other party under this Agreement. Each party shall promptly notify the other party of any 
actual or suspected misuse or unauthorized disclosure of the other party's Confidential 
Information. Notwithstanding the foregoing, either Party may disclose the terms and 
conditions of this Agreement pursuant to the due diligence requests of a proposed merger, 
acquisition, financing or securities transaction so long as such parties receiving such 
Confidential Information are subject to confidentiality obligations no less stringent than the 
terms of this Agreement.

14.4 Return of Confidential Information. Upon expiration or termination of this Agreement, each 
party shall return or destroy all Confidential Information received from the other party.

14.5 Remedies. Any breach of the restrictions contained in this section is a breach of this 
Agreement that may cause irreparable harm to the non-breaching party. Any such breach 
shall entitle the non-breaching party to injunctive relief in addition to all other legal 
remedies.


15. Data Privacy. 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).


16. General 

16.1 Severability. If any provision of this Agreement is held by a court of competent jurisdiction 
to be contrary to law, such provision shall be changed and interpreted so as to best 
accomplish the objectives of the original provision to the fullest extent allowed by law and 
the remaining provisions of this Agreement shall remain in full force and effect.

16.2 Force Majeure. Neither party will be liable for performance delays or for non-performance 
due to causes beyond its reasonable control ("Force Majeure Event"); however, this 
provision will not apply to Subscriber's payment obligations accrued as of the 
commencement of the Force Majeure Event, as determined by WSO2.

16.3 Headings. The headings in this Agreement are inserted for convenience only and do not 
affect its interpretation.

16.4 Assignment. You may not assign this Agreement, whether by operation of law, merger or 
reorganization or otherwise, without the prior written consent 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.

16.5 Export Compliance; Sanctions. The Software may be subject to export laws and regulations 
of the United States and other jurisdictions. The parties represent that each of them is not 
named on any U.S. Government denied-party list. You will not use the Software in violation 
of any export law, sanction law or regulation of the United States and other jurisdictions. 

16.6 Complete Agreement. This Agreement, and any terms, policies, or writings referenced 
within it, constitutes the final and complete agreement between the parties with respect to 
the Products, and supersedes any prior or contemporaneous representations or agreements, 
whether written or oral. 

16.7 Modification; Waiver. No amendment of this Agreement will be effective unless it is in 
writing and signed by the parties. No waiver under this Agreement will be effective unless it 
is in writing and signed by the party granting the waiver. A waiver granted on one occasion 
will not operate as a waiver on other occasions.

16.8 Notices. Notice may be directed to WSO2 at legal@wso2.com. Notice may be directed to 
You at the e-mail address You provided for the purposes of legal notice in the last Order 
signed by You.

16.9 WSO2 Contracting Entity, Governing Law, and Venue. The WSO2 entity entering into this 
Agreement, the law that will apply in any dispute arising out of this Agreement, and the 
venue for any dispute depends on where You are domiciled. 

If You are domiciled in: USA, Canada, any country not listed below
-   The WSO2 entity entering into this Agreement is:  WSO2 LLC a Limited Liability Company in 
    Delaware 
-   Governing law is:  California without giving effect to the principles of conflict of laws
-   Method of dispute resolution is:  Arbitration in Santa Clara, California in accordance with the 
    rules of the American Arbitration Association ("AAA").

If You are domiciled in:  United Kingdom, Europe (except for Germany), Mongolia, Azerbaijan
-   The WSO2 entity entering into this Agreement is:  WSO2 UK Limited, a company 
    incorporated under the laws of England
-   Governing law is:  English
-   Method of dispute resolution is:  Arbitration in London, United Kingdom, in accordance with 
    the rules of the International Chamber of Commerce ("ICC").

If You are domiciled in:  Sri Lanka, Malaysia, Mauritius, Macau
-   The WSO2 entity entering into this Agreement is:  WSO2 LANKA (PRIVATE) LIMITED, a 
    company incorporated under the laws of Sri Lanka
-   Governing law is:  Sri Lanka
-   Method of dispute resolution is:  Arbitration in Colombo, Sri Lanka in accordance with the 
    rules of the Arbitration Act No. 11 of 1995

If You are domiciled in:  Australia or New Zealand
-   WSO2 entity entering into this Agreement is:  WSO2 Australia Pty Limited, ABN 90 623 311 
    348
-   Governing law is:  New South Wales, Australia without giving effect to the principles of 
    conflict of laws. 
-   Method of dispute resolution is:  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.

If You are domiciled in:  Germany
-   The WSO2 entity entering into this Agreement is:  WSO2 Germany GmbH
-   Governing law is:  The laws of Germany with the exception of United Nations Convention on 
    the International Sale of Goods (CISG)
-   Method of dispute resolution is:    Arbitration in Germany in accordance with the rules of the 
    International Chamber of Commerce ("ICC").

If You are domiciled in:  United Arab Emirates (including but not limited to any of its free zones)
-   The WSO2 entity entering into this Agreement is:  WSO2 Middle East FZ-LLC
-   Governing law is:  The governing law of the Agreement shall be the substantive law of Dubai 
    International Financial Centre.
-   Method of dispute resolution is:  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.

If You are domiciled in:  India
-   The WSO2 entity entering into this Agreement is:  WSO2 India Private Limited, a company 
    incorporated under the laws of India
-   Governing law is:  India
-   Method of dispute resolution is:  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.


16.10 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.

16.11 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:

 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. 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.

16.12 Regional Agreement Variations: WSO2 Germany GmbH. Based upon the above, If You enter 
into this Agreement with WSO2 Germany GmbH, Sections 6.4, 9.1, and 9.2 are replaced with 
the following:

 6.4 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.

16.13 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:

 1.1 Remedies. WSO2'S SOLE OBLIGATION AND SUBSCRIBER'S SOLE REMEDY FOR WSO2'S 
 BREACH OF ANY REPRESENTATIONS, WARRANTIES OR OBLIGATIONS OF THIS 
 AGREEMENT IS TO (I) IN THE CASE OF A DEFECTIVE OR FAULTY BUG FIX, PATCH OR 
 THE LIKE, DELIVER TO SUBSCRIBER A CORRECTED VERSION WHICH ALLOWS FOR 
 PROPER INSTALLATION; OR (II) IF OPTION (I) IS NOT RELEVANT OR IS DEEMED NOT TO 
 BE COMMERCIALLY FEASIBLE BY WSO2, TERMINATE THIS AGREEMENT (WITHOUT THE 
 REQUIREMENT OF A COURT ORDER) AND REFUND A PRO RATA PORTION OF THE FEES 
 PAID BY SUBSCRIBER.

16.14 Regional Agreement Variations: WSO2 India (Private) Limited. Based upon the above, If You 
enter into this Agreement with WSO2 India (Private) Limited, Section 6.4, 9.2 and 16.1 are 
replaced with the following:

 6.4 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.

 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, 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.

 16.1  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.

WSO2 LIC 3.4-2024.12