Inside the Wolters Kluwer EULA dispute that put corporate counsel’s position in writing and was later reaffirmed by Managing Counsel
Nobody reads software license agreements.
That is the joke.
You click I Agree, the installer proceeds, and the software works.
But what happens when a multinational corporation later tells a software company that the agreement its employees accepted has not been shown to bind the corporation?
That is precisely what the correspondence between InstallAware Software and Wolters Kluwer shows.
And the paper trail became increasingly difficult to explain away: first a Senior Legal Counsel questioned whether the EULA bound Wolters Kluwer. Then InstallAware pointed out that its software could not be installed without accepting that EULA. Wolters Kluwer continued using the software for business-continuity reasons. And finally, when InstallAware sought someone more senior, Wolters Kluwer’s Managing Counsel publicly backed the handling of the matter and reaffirmed the substance of the position.
The emails don’t constitute a court judgment. They do something different: they preserve the corporate position in black and white.
February 7: InstallAware Pulls the License
On February 7, 2022, InstallAware notified Wolters Kluwer that its software licenses were terminated effective immediately.
The notice stated that Wolters Kluwer had accepted InstallAware’s EULA when installing both its trial software and licensed software.
InstallAware was not merely demanding payment.
It was saying the contractual relationship was over.
February 14: “Not Signed or Dated”
Wolters Kluwer’s response came from Kiran Nagulapalli, Senior Legal Counsel in the company’s Global Law and Compliance Department.
His objection was immediate.
“The End User License Agreement you provided is not signed or dated by either party.”
Nagulapalli asked whether InstallAware had a copy showing assent by both parties and suggested that the applicable agreement might instead have been with a predecessor entity, Financial Tools Inc.
He also demanded evidence identifying the approximately 30 users InstallAware claimed had used the license, the license key involved, the timing of use and whether simultaneous use had occurred.
Then came the sentence that would define the dispute:
“While we cannot agree that any agreement was violated at this point… we will utilize the license in the meantime.”
WK cited business continuity.
The company was disputing InstallAware’s position while continuing to use the software.
InstallAware: You Had to Accept It to Install It
InstallAware’s General Counsel Drew Shubow answered within hours.
He said each Wolters Kluwer employee had consented to the InstallAware EULA twice—once installing the trial and again activating the licensed software.
“the EULA accepted in this manner is binding and fully enforceable upon Wolters Kluwer.”
The next response made the issue even sharper.
The supposedly “unsigned” Word document, InstallAware said, was a verbatim copy of the license agreement accepted by the Wolters Kluwer employees during installation and activation.
In other words, InstallAware’s position was simple:
The document may not have carried a handwritten signature. But the software installation process supplied the assent.
February 21: “Which We Do Not Admit”
Nagulapalli did not accept that argument.
On February 21, he wrote:
“we have yet to receive a single document establishing that Wolters Kluwer agreed to the terms of the undated, unsigned agreement that you claim has been breached.”
He challenged InstallAware’s evidence concerning users, license keys, simultaneous use and geography. He also argued that InstallAware’s 2013 licensing guidance undermined its interpretation of the alleged breach and disputed InstallAware’s reading of the termination clause.
Then came the qualification that would survive throughout the dispute:
“even assuming the agreement you provided was assented to—which we do not admit”
The position was becoming precise.
Wolters Kluwer was not necessarily saying that no agreement of any kind existed.
It was refusing to concede that the particular EULA InstallAware produced was the agreement binding WK.
February 28: “What Alternative EULA?”
InstallAware responded with a question that went straight to the logical center of the dispute:
If the EULA supplied by InstallAware was not the applicable agreement, what agreement was?
InstallAware asked Nagulapalli to provide the alternative EULA Wolters Kluwer believed its employees had accepted.
Nagulapalli instead instructed InstallAware where to serve process if it sued and reiterated that WK believed InstallAware had failed to substantiate its claims.
The legal fight was no longer about whether the software had been used.
It was about what legal instrument governed that use.
March 1: “Nowhere Have We Conceded”
On March 1, Nagulapalli put the position in unmistakable terms:
“Nowhere have we conceded that the document you provided is an agreement that binds any Wolters Kluwer entity.”
He continued:
“InstallAware alone has the burden to establish that an alleged agreement exists and was breached.”
InstallAware’s response was blunt.
If WK was still using InstallAware software, the company argued, someone had installed it. Someone had activated it. And InstallAware said neither operation could occur without accepting its EULA.
“We simply do not manufacture, and have never manufactured, either a trial or a license which you possibly could have installed without accepting our binding IA EULA!”
InstallAware also asked for a litigation hold and warned that it might report the claimed $50,617.72 debt as income if WK continued disputing the contractual relationship. Those were InstallAware’s stated positions, not adjudicated findings.
March 2: The Careful Retraction—or Clarification
Nagulapalli responded the following day.
His wording is important.
“I have never stated that an agreement does not exist in some shape or form”
He immediately qualified that:
“InstallAware has yet to establish that the terms of the unsigned, undated, word version of the EULA provided actually bind the parties.”
That distinction should not be lost.
The documentary record does not establish that Nagulapalli claimed no agreement existed whatsoever.
It establishes something narrower—and still consequential:
WK’s counsel refused to concede that the EULA supplied by InstallAware was binding on a Wolters Kluwer entity.
March 7: InstallAware Goes Higher
By March 7, InstallAware had had enough.
Its General Counsel wrote to Beth Pollard:
“Is there somebody more senior than Mr. Nagulapalli who may assist us with this claim?”
InstallAware said Nagulapalli still maintained that WK had not consented to the EULA, despite InstallAware’s contention that the software was physically incapable of being installed without that consent.
This was the moment the dispute moved up the legal chain.
March 9: Wolters Kluwer’s Managing Counsel Answers
Two days later, Beth Pollard responded.
This is the crucial addition supplied by Annex C.
Pollard was not a junior employee. Her signature identifies her as Managing Counsel, Global Business Services and Digital eXperience Group at Wolters Kluwer.
And she did not distance herself from Nagulapalli.
Quite the opposite.
“Kiran is the appropriate attorney for you to be corresponding with at Wolters Kluwer.”
Then she addressed the substance.
“It was never asserted that Wolters Kluwer did not consent to terms of some InstallAware Software EULA.”
But, she continued:
“we have yet to receive evidence confirming which version(s) of the EULA apply and to whom.”
That matters.
InstallAware had asked whether there was someone more senior who would take responsibility for the position.
Wolters Kluwer’s Managing Counsel answered that Nagulapalli was the appropriate lawyer and reaffirmed the same fundamental position: WK had not received evidence establishing which EULA governed and whom it bound.
There is no formal management resolution in Annex C saying “management approves Nagulapalli’s position.”
There is, however, something concrete and contemporaneous: senior Wolters Kluwer legal leadership was asked to intervene and instead confirmed Nagulapalli’s role and restated the substance of his position.
That is a very different record from an isolated lawyer freelancing an argument.
Meanwhile, WK Was Still Using the Software
There is another fact that runs through the entire exchange.
Wolters Kluwer acknowledged that it would continue using the license while the dispute was being investigated.
Nagulapalli explicitly cited business continuity as the reason.
Later, he wrote that WK was seeking an alternative provider and intended to stop using InstallAware once doing so would not disrupt business operations.
So the chronology was:
The license was terminated.
WK disputed whether the supplied EULA bound it.
WK continued using the software.
InstallAware said continued use after termination compounded the alleged liability.
WK’s legal department maintained its position.
And when InstallAware sought someone more senior, Managing Counsel reaffirmed that Nagulapalli was the appropriate attorney and repeated the substantive position.
The $50,617.72 Question
The correspondence repeatedly refers to approximately $50,000, ultimately specified as $50,617.72.
Nagulapalli demanded evidence supporting the amount and said that if InstallAware established that the amount was owed, WK would discuss resolution.
WK said it would not pay at that time.
It also said it was looking for an alternative software provider.
The amount remains a claim made by InstallAware, not a judicially established debt.
The Bigger Question
The dispute exposes an uncomfortable feature of the modern software business.
A paper contract can be unsigned.
An electronic contract can be accepted with a click.
The installer can record that acceptance—or, as InstallAware maintained here, make acceptance an unavoidable prerequisite to installation.
Yet once the commercial relationship turns hostile, the question can become:
Prove that the click counted.
That is ultimately what these emails document.
InstallAware said the EULA was accepted during installation and activation.
Wolters Kluwer’s legal department demanded proof that the supplied version was the one that actually bound a WK entity.
Nagulapalli repeated that position.
InstallAware challenged it.
Nagulapalli clarified it.
And when InstallAware asked for someone more senior, Managing Counsel Beth Pollard did not disavow him. She confirmed that he was the appropriate attorney and restated the same core position.
Not a Signature Problem. An Accountability Problem.
This is not a story about someone accidentally clicking an obscure legal document.
It is a dispute involving a sophisticated multinational company, its legal department, a terminated software license and a documented disagreement over whether the terms governing the software actually bound the company.
The emails don’t establish who would ultimately prevail in court.
They establish something more basic.
The question was put directly to Wolters Kluwer:
Which agreement governed the company’s use of the software?
The answer, repeatedly, was that InstallAware had not yet proved that the supplied EULA was binding.
InstallAware’s response was equally direct:
Your employees could not have installed and activated the software without accepting it.
And when InstallAware asked for the lawyer above Nagulapalli, Wolters Kluwer’s Managing Counsel effectively said: you already have the right lawyer—and the position remains the same.
That is the story contained in the paper trail.
The I Agree button may be easy to click.
The interesting part begins when somebody later asks what, exactly, was agreed to.
Here, the answer was disputed in writing—and ultimately reaffirmed within Wolters Kluwer’s legal department.