To agree to these terms, click “I Agree”.
If you do not agree to these terms, click “I Do Not Agree,” and do not install or use the UiPath RPA Platform.
This Agreement is a legally binding contract between you (either an individual or a single entity) “Licensee”, and “UiPath” as defined herein (“UiPath” means either or both (a) when the UiPath RPA Platform is licensed in a country (including its territories) situated in North America: UiPath Incorporated, located in Delaware, United States; (b) when licensed outside North America: UiPath SRL, located in Bucharest, Romania); 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 UiPath RPA Platform and you agree to reproduce legal or proprietary notices on all copies of the UiPath RPA Platform components.
2. PERMITTED USE AND LICENSEES
You may install and use the UiPath RPA Platform on a computer as indicated below; or install and store the UiPath RPA Platform on a storage device, such as a network server, used only to install the software on your other computers over an internal network, if you comply with the number of computers on which you are allowed to install the software.
The license may not be shared, installed or used concurrently on different computers in excess of the limit specified herein. Except solely for purposes of installing the software on a computer 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 RPA Platform is solely your responsibility, including backup of your information.
3. GRANT OF LICENSE - STUDIO
Subject to this Agreement, UiPath hereby grants you a limited, non-exclusive, worldwide right to use the Studio in machine-executable form during the Term ("Studio License"). Under the Studio License, you are permitted to create, test and execute Development Outputs. You are NOT permitted to make any of the Unpermitted Uses specified in the section below. You retain all property rights, including all Intellectual Property Rights in Development Outputs.
4. GRANT OF LICENSE - ROBOT LICENSE
Subject to this Agreement, UiPath hereby grants you a limited, non-exclusive, worldwide right to use the Robot in machine-executable form during the Term ("Robot License"). Under the Robot License, you are permitted to use the Licensed Robot for testing and executing Development Outputs. You are NOT permitted to make any of the Unpermitted Uses specified in the section below.
5. UNPERMITTED USE
Under the Studio and the Robot License you will NOT (nor will you allow a third party) be permitted to:
- alter, merge, modify, translate, adapt, develop versions, create derivative works, upgrade, improve, or extend, features or functionalities of the UiPath RPA Platform components, or of any portion thereof;
- decompile, disassemble, decrypt or reverse engineer the UiPath RPA Platform components;
- remove or modify any proprietary markings, legends or restrictions which are in the UiPath RPA 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;
- use the UiPath RPA Platform components in a manner that is inconsistent with this Agreement;
- re-sell or otherwise distribute in any manner the UiPath RPA Platform components;
- use or modify the UiPath RPA 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 RPA 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 RPA 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 RPA 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.
6. UIPATH RPA PLATFORM UPDATES
UiPath may issue updates to the UiPath RPA Platform ("Updates"). This function is enabled under the software's standard settings and Updates are therefore installed automatically. You expressly acknowledge and accept that UiPath reserves the right to discontinue at any time and without notice or reason the UiPath RPA Platform made available to you under this Agreement without any liability under any theory of law. The UiPath RPA Platform contains components of other software, including open source, which
7. CONSENT TO USE OF DATA
You agree that UiPath and its affiliates may collect and use technical information gathered as part of the software support services provided to you, if any, related to the UiPath RPA Platform. UiPath may use this information solely to improve the software or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
You may not assign this Agreement or any license acquired or any of the rights granted under this Agreement.
9. NO LICENSE FEES
UiPath does not charge any license fees in connection to the UiPath RPA Platform licensed to you “as is” under this Agreement.
10. NO MAINTENANCE
UiPath will not provide any maintenance services in connection to the UiPath RPA Platform components during the term of this Agreement. For the avoidance of any doubt, UiPath does not undertake any obligation to make available to You any Updates of the UiPath RPA Platform components.
11. NO WARRANTIES
To the maximum extent permitted by applicable law, the UiPath RPA Platform is provided "as is" without warranties, conditions, representations or guaranties of any kind, either expressed, implied, statutory or otherwise, including but not limited to, any implied warranties or conditions related to hidden defects, satisfactory quality, fitness for a particular purpose, non-infringement or ability to integrate the software with other products. UiPath does not warrant the operation of the UiPath RPA Platform components will be uninterrupted, error-free or that will protect against all possible threats or other failures. You bear the entire risk for selecting the software, results, quality, and performance of the use of the UiPath RPA Platform components, including if the UiPath RPA Platform components prove defective. No oral or written information or advice was given by a UiPath authorized representative shall create a warranty and you assume responsibility for the installation of, use of, and results obtained from, the software. For the avoidance of any doubt, under no circumstances UiPath may be liable for any claims, losses, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorneys' fees) of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from or in connection to any of the Development Outputs. The provisions of this section will survive the termination of this license howsoever caused.
12. 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 RPA 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 RPA Platform components, including but not limited to loss of data, loss of profits, loss of assignments, data or output from the UiPath RPA Platform components being rendered defective, failure of the UiPath RPA Platform components to operate with any other programs, server
13. TERM & TERMINATION
This Agreement is effective on the moment you click “I Agree” ("Effective Date") until terminated by any party with or without notice (“Term”). Your rights under this license will terminate automatically without notice from UiPath if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the UiPath RPA Platform and destroy all copies. UiPath may require you to provide written confirmation of the destruction or deletion of the materials referenced in this Section. Termination or expiration of the license granted hereunder means that your right to use the UiPath RPA Platform ends immediately and you must delete the software, as well as all
14. GOVERNING LAW, VENUE & INDEMNIFICATION
This Agreement shall be governed by and construed in accordance with the laws of New York (excluding its conflicts of law rules). The courts located in New York, United States, will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Licensee 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 Licensee of any provision of this Agreement.
15. ENTIRE 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.
By clicking the "I Accept" button below you indicate your acceptance of this Agreement and your express consent to comply with the license terms that apply to the UiPath RPA Platform components.