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Specific Terms for UiPath Cloud Platform

Published on April 1, 2019; Effective on April 1, 2019

These Specific Terms for the UiPath Cloud Platform (the “Specific Terms”) constitute a legally binding contract between Customer and UiPath, applicable to Customer’s use of the UiPath Cloud Platform under the Preview Program. Customer must read the Specific Terms carefully and only access or use the UiPath Cloud Platform upon acceptance of the Specific Terms and the UiPath Preview Program Agreement (the “Agreement”).

 

 1. Definitions

“Authorized User” means any person or entity which is allowed by Customer to access, use, or operate the UiPath Cloud Platform.

“Claim” means any claim, judgment, award, cost, expense, damage and liability (including reasonable attorneys’ fees) filed against a Party.

“Customer Data” means any information that is imported by or on behalf of Customer into the UiPath Cloud Platform from its internal data stores or other sources not supplied by UiPath, including any processes automated by using the UiPath Cloud Platform, subject to UiPath’s underlying Intellectual Property Rights in the UiPath Cloud Platform.

“Improvements” means versions, updates, corrections, developments, modifications, enhancements, variations, derivative works, scripts, any customizations, adaptations or extensions of feature sets of any of the UiPath Cloud Platform 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”), either in a UiPath hosted environment or delivered to Customer for on-premise use, 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 in the UiPath Cloud Platform.

2.2 Customer owns all Customer Data, 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 Data and the operation of the UiPath Cloud Platform.

 

3. Customer Data License. Subject to this Agreement, Customer (for itself and all of its Authorized Users) grants UiPath and its Affiliates a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, as reasonably necessary (a) to provide, maintain and update the UiPath Cloud Platform; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the UiPath Cloud Platform Privacy Policy.

 

4. Authorized Users. Customer may allow Authorized Users to use, access and operate the UiPath Cloud Platform solely for the Customer’s direct beneficial business purpose. Customer is responsible for ensuring that the Authorized Users comply with the terms of this Agreement 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 the UiPath Cloud Platform. Customer will (a) inform the Authorized Users of all Customer policies and practices that are relevant to their use of the UiPath Cloud Platform and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data 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 the UiPath Cloud Platform in strict accordance with the 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 used with the UiPath Cloud Platform); (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 Data and the operation of the UiPath Cloud Platform, including, without limitation, the right to license as described in the “Customer Data License” section; (iv) none of the Customer Data transmitted, uploaded or otherwise distributed by Customer by using the UiPath Cloud Platform infringes or otherwise conflicts with the rights of any Authorized Representative or third party; (v) 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 the Specific Terms and the License to use, Third-Party Providers section in the Agreement.