Started by upstream project "installers/installer-build-macos" build number 82
originally caused by:
Started by user Ridmi Lokumudali
Running as SYSTEM
[EnvInject] - Loading node environment variables.
[EnvInject] - Preparing an environment for the build.
[EnvInject] - Keeping Jenkins system variables.
[EnvInject] - Keeping Jenkins build variables.
[EnvInject] - Injecting contributions.
Building remotely on ECS_PRODUCTION-31a10647672fc0 (ECS_PRODUCT_SLAVE) in workspace /home/jenkins/workspace/installers/installer-build-ubuntu-test
[installer-build-ubuntu-test] $ /bin/sh /tmp/jenkins5854056754567085051.sh
--2020-06-24 05:45:44-- https://wso2.com/license/wso2-update/3.1/LICENSE.txt
Resolving wso2.com (wso2.com)... 126.96.36.199
Connecting to wso2.com (wso2.com)|188.8.131.52|:443... connected.
HTTP request sent, awaiting response... 200 OK
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Description: WSO2 SOFTWARE LICENSE
Description: 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.
a) "Order" is a document submitted by You authorizing the purchase of the Products requested by You, the
Support Plan, associated fees, and any additional terms.
b) "Products" means collectively Software, Support and/or other Services obtained by You from WSO2 subject to
the terms of this Agreement.
c) "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.
d) "Services" means training, consulting and other services, other than Support, specified in an Order.
e) "Support" means support provided by WSO2 to a Subscriber for the Software according to the terms of the WSO2
Support Services described in Section 4.1.
f) "Support Plan" means the service level specified in an Order, from among the levels defined in the Support
g) "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.
h) "Subscription Period" is the commencement date and duration of a Subscription, as specified in an Order.
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 Use, 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 world wide, non-exclusive, non-transferable,
non-sublicensable, renewable license to use the Software for the duration of the Subscription Period.
This license is limited to the specific Software configuration or limit defined in the Order. The Order
will specify the scope of the Subscription purchased by Subscriber, including: (1) product versions; (2)
production or non-production use; (3) usage limits (e.g. cores or transaction limits); and (4) any other
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
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
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.
5.2 Technical Currency. WSO2 will provide Subscriber with all new versions of the Software that it generally
releases, including all updates, security updates, improvements, enhancements and bug fixes. All new
versions of the Software are provided subject to the terms of the Agreement.
5.3 Online Services. A Subscription may include online services. Use of these online services is governed by
5.4 Increases in Software Use. Subscriber may increase its use of the Software during the Subscription Period
beyond the scope specified in the applicable Orders, provided that Subscriber promptly notifies WSO2 of
the additional use and pays the applicable Fees.
5.5 Bursting Use. Subscriber may temporarily exceed the Subscription limits, at no extra Fee, within the
bursting limits for the Product ("Authorized Bursting Use"). If Subscriber increases its use beyond
Authorized Bursting Use, it must notify WSO2, increase the allowed usage limits retroactively to the
period where limits were exceeded, and pay the applicable Fees. For products limited to a maximum number
of cores, Authorized Bursting Use allows up to 3 days (discrete 24-hour periods) within an annual
Subscription period during which the core count may exceed the Subscription limit by no more than 25%.
For products limited to a maximum number of monthly transactions, Authorized Bursting Use allows
transactions up to 25% over the monthly cap, within a single calendar month per annual Subscription
5.6 Subscription Renewal. Subscriptions automatically renew for additional periods equal to one year unless
Subscriber notifies WSO2 in writing that it wishes to renew for a longer period, or to end the
Subscription at least 90 days prior to the end of the Subscription Period. Upon renewal, unit fees
increase by 5%, unless provided otherwise in an Order. Renewal of promotional or one-time priced
Subscriptions will be at WSO2's applicable price list in effect at the time of the discount was granted.
Fees for renewal are due according to the Fees and Payment terms of this Agreement.
5.7 Termination for Change in Services. WSO2 may change the terms of Support or Services from time to time
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 notice to WSO2 at the following email address:
[email protected] In the event of such termination, WSO2 shall reimburse Subscriber a pro rata amount of
any fees actually prepaid by Subscriber.
5.8 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
AND REFUND A PRO RATA PORTION OF THE FEES PAID BY SUBSCRIBER.
5.9 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
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 Cloud Services Terms. WSO2 provides Cloud Services according to the WSO2 Cloud Services Terms and Service
Level Agreement at https://wso2.com/licenses/cloud-services-terms.
6.4 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
6.5 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 Products through an authorized reseller of WSO2
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
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 use Your logo on the WSO2 website. You will
participate in a success story/case study related to 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 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 one and one-half
percent (1.5%) per month or the highest rate permitted by law, whichever is less. In any proceeding
rought 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, 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. This Agreement terminates when:
a. Your Subscription terminates,
b. when You cease using the Software, or
c. if You do not have an active Subscription, 90 days after WSO2 notifies You that it wishes to terminate
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.
10.4 Survival. Sections 6.5, 9.1, 11.2, 13, and 15.9, 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
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 have WSO2 resolve such breach as
provided in the WSO2 Support Services Policy, or at WSO2's option and upon Subscriber's deletion of the
Software, refund the unused portion of any fees paid for the Subscription.
11.2 EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL
SERVICES, SOFTWARE, AND SUPPORT PROVIDED BY WSO2 ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OR CONDITIONS
OF ANY KIND, INCLUDING 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. NOTHING STATED IN THIS AGREEMENT IMPLIES THAT THE
OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ERRORS WILL BE CORRECTED.
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 it becomes non-infringing; or
(iv) terminate this Agreement and refund any fees actually paid by Subscriber to WSO2 for the remainder
of the Term 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 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. Limitation of Liability. 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 A NON-COMMERCIAL, EDUCATIONAL, OR TRIAL
LICENSEE, WSO2'S MAXIMUM AGGREGATE LIABILITY TO YOU IS $100. IN NO EVENT WILL WSO2 OR ITS 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 WSO2 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.
14.1 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. "Affiliate" means any entity that directly or indirectly
controls, is controlled by, or is under common control with a party 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. 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
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.
15.1 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.
15.2 Force Majeure. Neither party will be liable for performance delays or for non-performance due to causes
beyond its reasonable control; however, this provision will not apply to Subscriber's payment obligations.
15.3 Headings. The headings in this Agreement are inserted for convenience only and do not affect its
15.4 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.
15.5 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 U.S. export law or
15.6 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.
15.7 Notices. Notice may be directed to WSO2 at [email protected]
15.8 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 depend on
where You are domiciled.
| If You are domiciled in: | The WSO2 entity entering | Governing law is: | Method of dispute resolution |
| | into this Agreement is: | | is: |
| USA, Canada, any | WSO2, Inc., a Delaware | California | Arbitration in Santa Clara, |
| country not listed | corporation | without giving | California in accordance |
| below | | effect to the | with the rules of the |
| | | principles of | American Arbitration |
| | | conflict of | Association ("AAA") |
| | | laws | |
| United Kingdom, Europe | WSO2 UK Limited, a | English | Arbitration in London, |
| (except for Germany) | company incorporated | | United Kingdom, in |
| | under the laws of | | accordance with the |
| | England | | rules of the International |
| | | | Chamber of Commerce ("ICC") |
| Sri Lanka, India, | WSO2 LANKA (PRIVATE) | Sri Lanka | Arbitration in Colombo, |
| Malaysia, Mauritius, | LIMITED, a company | | Sri Lanka in accordance |
| Macau | incorporated under | | with the rules of the |
| | the laws of Sri Lanka | | Arbitration Act No 11 |
| | | | of 1995 |
| South America, Belize, | WSO2 BRASIL TECNOLOGIA | Brazil | Arbitration in Sao Paulo, |
| Costa Rica, | E SOFTWARE EIRELI, | | Brazil in accordance with |
| El Salvador, | a company incorporated | | the rules of the |
| Guatemala, Honduras, | in Brazil | | International Chamber of |
| Nicaragua, Panama. | | | Commerce ("ICC") |
| Australia or | WSO2 Australia Pty | New South Wales, | Each party submits to the |
| New Zealand | Limited, ABN 90 623 | Australia without | exclusive jurisdiction of the |
| | 311 348 | giving effect to | courts of New South Wales, |
| | | the principles of | Australia (and any relevant |
| | | conflict of laws. | 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 |
15.9 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 within two years of the date of
15.10 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
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.
15.11 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.