If you do not agree to these terms, do not install or use the Community and Education UiPath Platform (“CEUPP”).
This Agreement is a legally binding contract between you (either an individual or a single entity) “Customer”, and “UiPath” as defined herein (“UiPath” means either or both (a) when the UiPath Platform is licensed in North America: UiPath Incorporated, located in Delaware, United States; (b) when licensed outside North America: UiPath SRL, located in Bucharest, Romania). If you reside in North America, your relationship is with UiPath Incorporated, a United States company, and the UiPath Platform is governed by the law of California, U.S.A. If you reside outside of North America, your relationship is with UiPath SRL, and the UiPath Platform is governed by the laws of England and Wales. UiPath reserves all rights not expressly granted to you in this Agreement. UiPath or its suppliers own the title, copyright, and all intellectual property rights in the CEUPP and you agree to reproduce legal or proprietary notices on all copies of the CEUPP.
2. PERMITTED USE AND LICENSEES
You may install and use Community and Education UiPath Platform on a machine (physical or virtual) as indicated below; or install and store the CEUPP on a storage device, such as a network server, used only to install the software on your other machines over an internal network, if you comply with the number of machines on which you are allowed to install the software.
The license may not be shared, installed or used concurrently on different machines in excess of the limit specified herein or in conjunction or linked with the paid or trial version of the platform. Except solely for purposes of installing the software on a machine as described above, a license for the software may not be accessed and used via a server or network storage device. The setup of a functional hardware and software environment for the UiPath Platform is solely your responsibility, including backup of your information.
3. Studio License
Subject to this Agreement, UiPath hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive, limited license to use Studio component during the Term. Under this license, you are permitted to create, test and execute Development Outputs. You retain all property rights, including all intellectual property rights in Development Outputs you create.
4. Orchestrator License
Subject to this Agreement, UiPath hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive, limited license to use Orchestrator Service hosted by UiPath during the Term. Under this license, you are permitted to use Orchestrator Service only for evaluation and training. Any use of Orchestrator in a real-time setting for
5. SERVICE USE
Customer will only use the Service for evaluation purposes of the UiPath Platform by using non-confidential data (Public Data). Public data is that information made available through the Internet in a manner that makes such data available to any entity without the need to provide any means of authentication or identification. Private Data is information made available through the Internet which requires authentication or identification.
a) Public Data Use. The Service or any users testing the UiPath Platform may use all Public Data as necessary to carry out the tests requested and Customer allows UiPath to present such public data on the website as is required for the results of the performed tests to be meaningful. No permission is required for the service to access public data.
b) Private Data Use. The Service may access all private data as necessary to carry out the tests requested. Customer allows UiPath to use and present such private data on the website as is required for the results of the performed tests to be meaningful and in a manner, that reasonably prevents public access. Customer may opt to use features allowing the testing of password-protected sites or the testing of user-specific content.
c) Responsibility. In creating an account with the Service, Customer is responsible for maintaining the security of the account and data.
6. CUSTOMER CONTENT
UiPath Platform enables Customer to share content, such as test data or other materials needed to evaluate UiPath Platform at Customer’s discretion, including any information that is imported by or on behalf of Customer into the UiPath Platform from sources not supplied by UiPath ("Customer Content") for UiPath or other users. Customer retains all intellectual property rights in the Customer Content, to the
7. PROPRIETARY RIGHTS
You acknowledge and agree that UiPath (or
8. UNPERMITTED USE
- alter, merge, modify, translate, adapt, develop versions, create derivative works, upgrade, improve, or extend, features or functionalities of the UiPath Platform components, or of any portion thereof;
- decompile, disassemble, decrypt or reverse engineer the UiPath Platform components;
- remove or modify any proprietary markings, legends or restrictions which are in the UiPath Platform;
- sub-license, assign, transfer, rent, lease or lend any license or rights acquired under this Agreement;
- attempt to gain unauthorized access to any service, account, computer systems or networks;
- re-sell or otherwise distribute in any manner the UiPath Platform components;
- use or modify the UiPath Platform or any of its components to operate in a service bureau, managed service provider or commercial hosting services environment or by combining or incorporating it with other software (including cloud based) to provide services to third parties;
- modify the UiPath Platform, incorporate it into or with other software, or create a derivative work of any part of the software (your modification of the software will breach this Agreement, and such derivative work will be owned entirely by UiPath and you hereby assign and agree to assign to UiPath all right, title and interest to derivative work);
- use or otherwise export or re-export the UiPath Platform components, except as authorized by
- export or re-export (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List (and by using the UiPath Platform, you represent and warrant that you are not located in any such country or on any such list);
- use the License Platform for any purposes prohibited by United States, European Union or other national or international law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons or any other similar use, including but not limited to aviation navigation or communication systems, life support systems and equipment; or in special risk areas that require error-free, permanent supervision or operation of relevant systems and in which the failure of the software may result in a direct risk for life, body, health or in substantial damages to property or the environment;
- use the License Platform to infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, access, tamper with or use non-public areas of UiPath systems;
- break or circumvent authentication or security measures or otherwise test the vulnerability of the systems or networks;
- try to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing or use the UiPath Platform or any component to distribute malware, impersonate or misrepresent
- create more than 1 tenant or use the UiPath Platform in a manner that is inconsistent with this Agreement.
9. UIPATH PLATFORM UPDATES
UiPath may issue updates to the UiPath Platform ("Updates"). This function is enabled under the software's standard settings and Updates may be installed automatically. You expressly acknowledge and accept that UiPath reserves the right to discontinue at any time and without notice or reason the UiPath Platform made available to you under this Agreement without any liability under any theory of law. The UiPath Platform contains components of other software, including open source, which
Customer may not assign this Agreement or any of the rights granted herein.
11. NO LICENSE FEES AND NO CONFIDENTIAL INFORMATION
UiPath does not charge any license fees in connection to the UiPath Platform under this Agreement. Customer will not use any Confidential Information (meaning any document and information, including but not to limited technical information, business methods, personal data, software programs, business information or any other non-public information) for the purpose of this Agreement. Customer may only use “dummy data” when configuring or testing solutions. Customer will indemnify UiPath for a breach of this section.
12. NO MAINTAINANCE
UiPath will not provide any maintenance services or Updates in connection to the UiPath Platform components during the term of this Agreement.
13. NO WARRANTIES
To the maximum extent permitted by applicable law, the UiPath Platform is provided "AS IS" without warranties, conditions, representations or
14. NO LIABILITY
To the maximum extent permitted by applicable law, in no event and under no legal theory shall UiPath or any other person who has been involved in the creation, production, or delivery of the UiPath Platform components be liable to you or any other person for any general, direct, indirect, special, incidental, consequential, cover or other damages of any character arising out of this Agreement or the use of or inability to use the UiPath Platform components, including but not limited to loss of data, loss of profits, loss of assignments, service down time, data leaked through logs, analytics, audit or any other data or output from the UiPath Platform components being rendered defective, failure of the UiPath Platform components to operate with any other programs, server down time, damages for loss of goodwill, business interruption, computer failure or malfunction, or any and all other damages or losses of whatever nature, even if UiPath has been informed of the possibility of such damages.
This Agreement is effective
16. LAW & VENUE, INDEMNITY
This Agreement shall be governed by and construed in accordance with the laws of California (excluding its conflicts of law rules). The courts located in California, United States, will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Customer will defend and indemnify UiPath against any claim, action or proceeding brought against UiPath which arises from or is in any manner connected with the Unpermitted Use or that arises from a breach by the Customer of any provision of this Agreement.
17. OTHER CONTENT
UiPath Platform may include references to other web sites or content or resources or email content. UiPath may have no control over any web sites or resources which are provided by companies or persons other than UiPath. Customer
Customer represents and warrants that: (a) it will use the UiPath Platform, in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations, state, city, or other governmental area, regarding online conduct and acceptable content with respect to all information provided to UiPath or on the Service (such as web site URLs submitted for testing); (b) has the full right and authority to make such provision and to allow UiPath to use such information to provide the Service; and that (c) none of the content (e.g. test information, workflows or any other information) transmitted, uploaded or otherwise distributed by Customer (or its partners or any third party acting on Customer behalf) through use of the UiPath Platform or the Service will infringe or otherwise conflict with the rights of any third party.
19. DATA USE CONSENT
You agree that UiPath and its affiliates may collect and use technical information gathered as part of these terms and related to the UiPath Platform in order to provide the UiPath Platform. By using UiPath Platform, Customer also grants UiPath permission to share Customer Content, and other information with UiPath providers as necessary in order to provide the UiPath Platform.
20. AGREEMENT AND SEVERABILITY
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between them with respect to such subject matter. If any provision of this Agreement is or becomes illegal, invalid or unenforceable for any reason, all other provisions of the Agreement remain in force and shall produce intended legal effects.
COPYRIGHT INFRINGEMENT NOTICE
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you would like to read the DMCA, please visit the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf
If you believe in good faith that materials on the Services infringe your copyright, the
The notice must include the following information:
Notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Services can be sent via email: firstname.lastname@example.org
Please consult your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA. Accounts with any other content that misleads others or violates another's trademark may be updated, suspended, disabled, or terminated by UiPath in its sole discretion. If you are concerned that someone may be using your trademark in an infringing way on our Services, please email us at email@example.com, and we will review your complaint. If we deem appropriate, we may remove the offending content, warn the individual who posted the