This Agreement is a legally binding contract between you (either an individual or a single entity) “you” or “Customer”, and “UiPath” as defined herein (“UiPath” means either or both (a) when the UiPath Platform is licensed in North America: UiPath Inc., located at 90 Park Avenue, 20th floor, 10016 New York, New York, United States; (b) when licensed outside North America: UiPath SRL, located at 4 Vasile Alecsandri Str. and 11 Daniel Constantin Str., Building A, 5th and 6th floors, District 1, 010613 Bucharest, Romania). If you reside in North America, your relationship is with UiPath Inc. and the UiPath RPA Platform is governed by the law of New York, U.S.A. If you reside outside of North America, your relationship is with UiPath SRL, and the CEUP is governed by the laws of 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 CEUP and you agree to reproduce legal or proprietary notices on all copies of the CEUP.
You may install and use CEUP on a machine (physical or virtual) as indicated below; or install and store the CEUP 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 UiPath RPA Platform. Except solely for purposes of installing the CEUP on a machine as described above, a license for the CEUP 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.
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.
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 two free Robot license and will have access to all logs, analytics and generated audit. 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.
Customer will only use the Orchestrator Service (the “Service”) for evaluation purposes of the CEUP by using non-confidential data.
CEUP enables Customer to share content, such as test data or other materials needed to evaluate CEUP at Customer’s discretion, including any information that is imported by or on behalf of Customer into the CEUP 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.
You acknowledge and agree that UiPath (or UiPath’s licensors) own all legal right, title and interest in and to the CEUP, including any intellectual property rights which subsist in the CEUP (whether those rights are registered or not, and wherever in the world those rights may exist).
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 CEUP components, or of any portion thereof; Customer may create works based only on the UiPath Activities provided to the Customer in object code form solely by dynamically linking or referencing the UiPath Activities in the works, and provided that such works based on the UiPath Activities are only used in conjunction with the UiPath RPA Platform;
- decompile, disassemble, decrypt or reverse engineer the CEUP components;
- remove or modify any proprietary markings, legends or restrictions which are in the CEUP;
- 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 CEUP components; in respect to UiPath Activities, Customer may distribute works based only on the UiPath Activities, developed in accordance with this Agreement, to other third-parties (i) to be used solely in conjunction with the UiPath RPA Platform, (ii) under terms and conditions that are compatible with this Agreement and that do not grant the third-party more rights with respect to the UiPath Activities than allowed in the Open Platform Activity License Agreement (“OPALA”), and (iii) by including a complete copy of the OPALA with the distribution. For the avoidance of doubt, any and all recipients of the UiPath Activities represent a Customer under this Agreement and are subject to the restrictions herein or OPALA.
- use or modify the CEUP 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 CEUP, incorporate it into or with other software, or create a derivative work of any part of the software (your modification of the CEUP 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 the derivative work);
- use or otherwise export or re-export the CEUP components, except as authorized by United Nations, United States or European Union law and the laws of the jurisdiction in which the CEUP was obtained;
- export or re-export CEUP in violation to export control regulations as set forth by (i) the U.S. Department of Commerce Export Administration Regulations (EAR), U.S. Department of State International Traffic in Arms Regulations (ITAR) or other requirements of the U.S. Government; (ii) European Commission regulations; (iii) United Nations Security Council resolutions (the “Export Control Regulations”) regulating the export and re-export of the CEUP. Customer represents that it is not named on any Export Control Regulations list of restricted parties. Customer hereby agrees and undertakes that it will not knowingly export or re-export the CEUP (or any product, process or service resulting directly therefrom), directly or indirectly, to any country or a foreign national of a country in violation of any such Export Control Regulations.
- use CEUP 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 CEUP 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 or other UiPath users;
- 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 CEUP or any component to distribute malware, impersonate or misrepresent affiliation with any person or entity;
- create more than 1 tenant in the Service or use the CEUP in a manner that is inconsistent with this Agreement.
UiPath may issue updates to the CEUP ("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 CEUP made available to you under this Agreement without any liability under any theory of law. The CEUP 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 CEUP 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.
Customer may not assign this Agreement or any of the rights granted herein.
UiPath does not charge any license fees in connection to the CEUP 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.
UiPath will not provide any maintenance services in connection to the CEUP during the term of this Agreement.
To the maximum extent permitted by applicable law, the CEUP 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 CEUP 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 CEUP components, including if the CEUP 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 CEUP. This section will survive the termination of the license.
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 CEUP 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 CEUP 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 CEUP components being rendered defective, failure of the CEUP 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 on the moment you install CEUP ("Effective Date") until terminated by any party with or without notice (“Term”); UiPath will notify you the termination. Your rights under this license will terminate automatically without notice from UiPath if you fail to comply with any term of this license. UiPath will notify you the termination. Upon termination of the license, you will stop using CEUP and destroy all copies. UiPath may require you to provide written confirmation of the destruction or deletion of the materials.
This Agreement is governed by New York law excluding its conflict of law principles when parties are in North America (“NA”) or by Romanian law excluding its conflict of law principles when parties are in any Other Countries (“OC”) outside of NA. For any dispute arising out of or relating to this Agreement (if the parties do not reach a settlement within 60 days), the parties consent to personal jurisdiction in, and the exclusive venue of, the courts situated in New York, US, for NA, or Bucharest courts, for OC, provided however, UiPath will have the right to pursue claims against Customer in any other jurisdiction worldwide to enforce its rights under this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. 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.
CEUP 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.
Customer represents and warrants that: (a) it will use the CEUP, 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; (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 CEUP will infringe or otherwise conflict with the rights of any third party.
You agree that UiPath and its affiliates may collect and use technical information gathered as part of these terms and related to the CEUP. By using CEUP, Customer also grants UiPath permission to share Customer Content, and other information with UiPath providers as necessary in order to provide the CEUP.
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
If you believe in good faith that materials on the Services infringe your copyright, 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 applicable law. Notices and counter-notices with respect to the Services can be sent via email: firstname.lastname@example.org Please consult your legal adviser before filing a notice. Also, be aware that there can be penalties for false claims under the applicable law. 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 content, or temporarily or permanently suspend or disable the individual’s account.