UiPath Community Edition

License Agreement

ATTENTION:

If you do not agree to these terms, do not install or use the Community and Education UiPath Platform (“CEUPP”).

 

IMPORTANT:

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.

 

ACCEPTANCE:

Please read these terms carefully before completing the installation process and using the software. By installing and using the software, you accept the software and agree to the terms of this Agreement which applies to the CEUPP, including the Privacy Policy. This Agreement applies only to the software made available by UiPath under this Agreement regardless of whether other software is referred to or described herein. An amendment to this Agreement may accompany the CEUPP when material changes to these terms occur or an updated version will be posted on UiPath website which you are required to consult from time to time.

 

1.  DEFINITIONS

  • “Development Outputs” means any programs, artifacts, charts or workflow diagrams created by the Customer using Studio License, including any Customer information.
  • Enterprise” means any organization together with its affiliates (as defined by applicable law) who collectively have either (a) more than 250 machines (physical or virtual) or users or (b) more than one million US dollars (or the equivalent in other currencies) in annual revenues;
  • "UiPath RPA Platform" means a suite of software components (including Manuals or other documentation), having the functionality of automating business processes and comprised of the following components defined below: Studio and Robot;
  • "Community and Education UiPath Platform" means the suite of software components (including manuals or other documentation), comprised of the following: Studio, Orchestrator, Updates or any other UiPath intellectual property rights;
  • "Studio" means the component of the CEUPP, having the functionality of creating and executing Development Outputs;
  • "Orchestrator" means the component of the CEUPP, having the functionality to deploy, manage, monitor, and execute Development Outputs.

 

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.

  • If you are an individual (natural person) Customer, you may use the Studio on up to 2 machines. Orchestrator will only be used for evaluation and training purposes.
  • If you are legal entity (which is not an Enterprise), up to 5 of your individual users can use the Studio on up to 2 machines each individual user. Orchestrator will only be used for evaluation and training purposes.
  • If you are an Enterprise, you may use the Studio and Orchestrator only for evaluation and training purposes.

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 organization or commercial daily operations of the Customer is not permitted. Use of Confidential Information is not permitted. Customer may only use test or “dummy data”. UiPath will provide you the possibility to access the website for the purpose of creating a tenant and use Orchestrator. As a tenant, you will have the right to use as a free limited Robot license and will have access to all logs, analytics and generated audit. Account names are provided to first registered account and are intended for immediate and active use. Account names may not be inactively held for future use and account name squatting is prohibited. UiPath may regularly cleanup data, delete logs, jobs, transactions under accounts of tenants that are determined as inactive in UiPath’s discretion. Inactive accounts may be renamed or removed by UiPath. Attempts to sell, buy, or solicit other forms of payment in exchange for account names are prohibited and may result in permanent account suspension. If you believe someone's account is violating your intellectual property rights, you can make a complaint by following the guidelines in the Copyright Infringement Notice.

 

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. Customer is fully and solely responsible for all activities that occur under and in relation to and in connection with Customer account. Through the provision of authentication credentials, either directly or through the provision of user-identifying cookies, Customer agrees to allow the Service to access, or attempt to access, all resources available to the specified user. Customer agrees that the Service is acting on Customer behalf as an intermediary between the Customer and the testing tools provided by the Service and UiPath Platform. In initiating a web site or web page test or execute any Development Outputs as provided by the Service you take full responsibility for the actions of the Service in accessing the required public or private data which needs to be in the framework set up by these terms and applicable laws.

d) Test Data Ownership. Test data and Development Outputs are solely the property of the Customer to the extent it does not incorporate third party data or otherwise infringes the rights of others. Any results of public tests as presented through the website of the Service can be accessed by anyone while the results of private tests as presented through the website of the Service can be accessed solely by the test owner. Raw test data as held directly in the databases of the Service can be used and accessed by UiPath. Such use and access is limited to activities necessary to ensuring the continued operation of the Service such as the investigation of faults, examination of performance matters or platform improvements. Customer agrees to allow UiPath access to all private test data as required in the undertaking of fault-resolution, performance-investigation, UiPath Platform improvements and similar activities or to enable UiPath to continue to provide the Service.

 

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 extent it does not include any UiPath proprietary right. Customer is responsible for the shared Customer Content or its use. Any Customer Content posted will not be considered confidential. Customer grants UiPath a transferable, royalty-free, perpetual, sub-licensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, display, and otherwise use Customer Content. UiPath reserves the right to remove or modify Customer Content for any reason, including if UiPath believes that the content violates these terms. Customer submitted suggestions, ideas, comments, and other feedback regarding the UiPath Platform ("Feedback") may be used without any restriction or compensation to Customer.

 

7. PROPRIETARY RIGHTS

You acknowledge and agree that UiPath (or UiPath’s licensors) own all legal right, title and interest in and to the UiPath Platform, including any intellectual property rights which subsist in the UiPath Platform (whether those rights are registered or not, and wherever in the world those rights may exist).

 

8. UNPERMITTED USE

Customer is not permitted (nor will allow a third party) to:

- 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 United States or European Union law and the laws of the jurisdiction in which the UiPath Platform was obtained;

- 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 affiliation with any person or entity;

- 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 are the property of their respective owners and are licensed under their respective licenses specified on Third Party Licenses section on UiPath website, as updated from time to time. If Customer uses certain features of the UiPath Platform in conjunction with third party data, products, services, and platforms, then Customer is responsible for complying with the terms and conditions required by such third-party providers, and all such use is at Customer’s own risk.

 

10. ASSIGNMENTS

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 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 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 Platform components, including if the UiPath Platform components prove defective. No oral or written information or advice 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, Customer Content or UiPath Platform. This section will survive the termination of the license.

 

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.

 

15. TERM

This Agreement is effective on the moment you install UiPath Platform ("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 of this license. Upon termination of the license, you will stop using UiPath Platform and destroy all copies. UiPath may require you to provide written confirmation of the destruction or deletion of the materials.

 

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 acknowledge and agrees that UiPath is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources; and UiPath is not liable for any loss or damage which may be incurred by Customer as a result of the availability of those external sites or resources, or as a result of any reliance placed on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

 

18. WARRANTIES

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 DCMA provides that you (or your agent) may send us a notice requesting that the material be removed or access to it blocked.

The notice must include the following information:

  1. the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works);
  3. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow to locate the material on the Services;
  4. the name, address, telephone number, and email address (if available) of the complaining party;
  5. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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: legal@uipath.com

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 legal@uipath.com, and we will review your complaint. If we deem appropriate, we may remove the offending content, warn the individual who posted the content, or temporarily or permanently suspend or disable the individual’s account.