These terms (hereinafter referred to as the “Specific Terms”) are applicable to UiPath’s AI Fabric (“AI Fabric”) and represent a legally binding contract between you (“Customer”) and UiPath.
AI Fabric, including any Improvements, is a cloud-based, general-purpose machine learning deployment platform. It is designed for Customers to upload their machine learning models into dedicated accounts in the UiPath Cloud Platform and to consume them within RPA Workflows.
Customer must read the Specific Terms carefully and only access or use AI Fabric upon acceptance of the Specific Terms, the UiPath Cloud Platform Licensing Terms, and the UiPath Private Preview Program Agreement (the “Agreement”). Terms defined in the UiPath Cloud Platform Licensing Terms and Agreement have the same meaning in the Specific Terms unless otherwise defined herein.
“Authorized User” means any person or entity which is allowed by Customer to access, use, or operate UiPath’s AI Fabric.
“Claim” means any claim, judgment, award, cost, expense, damage and liability (including reasonable attorneys’ fees) filed against a Party.
“Customer Content” means any machine learning models developed, uploaded, deployed and managed by the Customer in the UiPath Cloud Platform, subject to UiPath’s underlying Intellectual Property Rights in the UiPath Cloud Platform and AI Fabric.
“Improvements” means versions, updates, corrections, developments, modifications, enhancements, variations, derivative works, scripts, any customizations, adaptations or extensions of feature sets of any of the AI Fabric components, or any software referenced herein, created or acquired by UiPath.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in computer software and in databases, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of such rights, as well as the rights to claim priority therefrom, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“UiPath Cloud Platform” means the suite of software components created, made available or published by UiPath, consisting of UiPath Orchestrator, UiPath Studio, UiPath Robot, UiPath Activities (each, a “Component”), including any Improvements and any associated documentation or instructions. Any reference in the Agreement to the UiPath Cloud Platform will include each and all Components.
2. Proprietary Rights
2.1 UiPath and its Affiliates own all Intellectual Property Rights over AI Fabric and the machine learning models built, published or otherwise made available by UiPath in AI Fabric.
2.2 Customer owns all Customer Content, or has obtained any rights, permissions or consents from any Authorized User and third-party that are necessary for the lawful use of the Customer Content and the operation of AI Fabric.
4. Authorized Users. Customer may allow Authorized Users to use, access and operate AI Fabric solely for the Customer’s direct beneficial business purpose. Customer is responsible for ensuring that the Authorized Users comply with these Specific Terms and will be liable towards UiPath as if the actions of the Authorized User would have been its own. Upon UiPath’s request, Customer provides UiPath with the identity of the Authorized Users and the purpose for the Authorized User’s use or access to AI Fabric. Customer will (a) inform the Authorized Users of all Customer policies and practices that are relevant to their use of AI Fabric and of any settings that may impact the processing of Customer Content; and (b) ensure the transfer and processing of Customer Content under the Specific Terms is lawful.
5. Customer Warranties. Customer represents and warrants that: (i) it has all necessary right and title to enter into these Specific Terms and to perform its obligations hereunder; (ii) it will use AI Fabric in strict accordance with the Agreement, the UiPath Cloud Platform Licensing Terms 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 used in conjunction with AI Fabric); (iii) has obtained any rights, permissions or consents from any Authorized User and third-party that are necessary for the lawful use of the Customer Content and for the operation of AI Fabric, including, without limitation, the right to license as described in the “Customer Content License” section; (iv) none of the Customer Content transmitted, uploaded or distributed by Customer within AI Fabric infringes or otherwise conflicts with the rights of any third party; (v) none of the Customer Content transmitted, uploaded or distributed by Customer within AI Fabric contains any malicious code, malware, or is otherwise able to interfere with any user, host, or network, or to impair the normal functioning of AI Fabric; (vi) it is responsible for the conduct of its Authorized Users and their compliance with the terms of the Agreement.
6. Indemnification. Customer will indemnify and hold harmless UiPath and its Affiliates for any Claim in connection with or resulting from a breach of these Specific Terms and the “License to use” or “Third-Party Providers” sections in the Agreement.
7. Data Privacy. Although UiPath does not require the use of personal data for the AI Fabric Component and its not storing any data, Customer may upload documentation containing personal data during the usage of the Component. In this respect, the DPA mentioned herein (https://www.uipath.com/hubfs/legalspot/20190820.UiPath_DPA_English.pdf) will govern the relationship between UiPath and the Customer for privacy related purposes.