This Agreement is a legally binding contract between you (“Customer”) and UiPath, applicable to Customer’s use of the UiPath Platform during Public Preview. Customer must read the Agreement carefully and only access or use the UiPath Platform upon acceptance of the Agreement. All capitalized terms have the meaning ascribed to them in the Definitions section or otherwise in the Agreement.
If a person or entity is accessing, using, or operating the UiPath Platform as an Authorized User, it acknowledges that (i) the Customer is responsible for the Authorized User’s actions and omissions, and that (ii) the Authorized User’s breach of this Agreement may prejudice the Customer. UiPath does not have a relationship with the Authorized User.
Account means either the Community Account or the Enterprise Account (as described below).
Account Removal Policy means the account removal policy located at (or successor website): https://www.uipath.com/legal/account-removal-policy.
Add-Ons means integrations, code, patches, materials, data, know-how, workflows or similar, created, made available or hosted by UiPath.
Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with UiPath or Customer, where Control means control of greater than 50 % of the voting rights or equity interests of UiPath or Customer.
Agreement means this UiPath Cloud Platform Public Preview Agreement and any other terms and conditions, annexes, schedules or appendices herein and any applicable addendum or variation thereof.
Authorized User means any person or entity which is allowed by Customer to access, use, or operate the UiPath Platform in accordance with this Agreement.
Customer means (i) an individual, (ii) a “Small-to-Medium Business” or “SMB” meaning an organization, that, together with its Affiliates, collectively have (a) less than 250 machines (physical or virtual) or users and (b) less than, or the equivalent of, USD 5 (five) million in annual revenues, or (iii) “Large Business” or “LB” meaning an organization that, together with its Affiliates, collectively exceed the limitations set herein for an SMB.
Claim means any claim, judgment, award, cost, expense, damage and liability (including reasonable attorneys’ fees) filed against a Party.
Confidential Information or CI (a) means information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) in connection with the Agreement, whether before or after the date of this Agreement, whether disclosed directly or indirectly, orally, in documentary form, by demonstration or otherwise, that is marked confidential or would reasonably be considered confidential under the circumstances, including information relating to Discloser’s past, present and future research, development, business activities, products, software, services, technical knowledge (including but not limited to the UiPath Platform, Customer Data, data, technology, trade secrets, designs, techniques, strategies, discoveries, business plans, practice methodologies and technologies, personnel information, computer readable media, reports, processes, financial information and projections, customer and supplier lists, marketing plans and strategies, services improvements, projects, proposals, tools, etc.); and (b) excludes any information that (i) is or becomes public, through no fault of Recipient; (ii) was rightfully acquired by or already known to Recipient without an existing confidentiality obligation; or (iii) is independently developed by Recipient without the use of Discloser’s CI.
Customer Data means any information, instruction, software, technology and/or any other type of content that is imported by or on behalf of Customer into the UiPath Platform, including any processes automated by using the UiPath Platform and including any data pertaining to any Authorized User.
Documentation means the guides for the UiPath Platform available at (or successor website): https://www.uipath.com/developers/guides-and-resources.
DPA means the data processing agreement available here (or successor website): https://www.uipath.com/hubfs/legalspot/Data_Processing_Agreement_Community.pdf.
Improvements means versions, updates, corrections, developments, modifications, enhancements, variations, derivative works, scripts, customizations, adaptations or extensions of any of the UiPath Platform components, or any software referenced herein, created or acquired by UiPath.
Intellectual Property Rights means patents, right to patent, 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.
Licensing Models means the description of the UiPath Platform and related use restrictions as available at (or successor website): https://www.uipath.com/licensing-models.
Party means either the Customer or UiPath, together referred to as “Parties”.
Personal Data means any information related to an identified or identifiable natural person, including any sensitive data, as these are defined by Personal Data Legislation.
Personal Data Legislation means Regulation (EU) 2016/679 (“GDPR”) and other applicable privacy laws.
Plan Period means, as of the date the Customer creates its Account, (i) a 12 (twelve) month period, for Community Accounts, and (ii) a period agreed with UiPath, for Enterprise Accounts, unless and until terminated by either Party according to this Agreement.
Public Preview means the period of time during which UiPath makes available the UiPath Platform under this Agreement with limited usability and functionality. Public Preview may be subject to reduced commitments compared to what may be provided for general availability software and will extend until otherwise provided by UiPath under a separate agreement.
UiPath Cloud Platform means the suite of software components (together or individually) created, made available or published by UiPath, in a cloud-hosted environment, including any Improvements thereof and the relevant Documentation.
UiPath Platform means the UiPath Cloud Platform and the UiPath RPA Platform (together or individually) licensed by UiPath in accordance with the Licensing Models and as provisioned by UiPath for each type of Account.
UiPath RPA Platform means the suite of software components (together or individually) created, made available or published by UiPath, as an on-premise solution on Customer machines, including any Improvements thereof and the relevant Documentation.
Use Restrictions Policy means the use restrictions policy located at (or successor website): https://www.uipath.com/legal/use-restrictions-policy.
- UiPath Platform License. Subject to this Agreement and during the Plan Period, UiPath grants the Customer a limited, non-exclusive, non-transferable, revocable at any time license to access and use the UiPath Platform, under a Community Account or an Enterprise Account, as follows:
- - The Community Account allows individuals and SMB to use the UiPath Platform for their direct business purposes, and LB only to evaluate its suitability for their internal business requirements and for non-profit purposes (such as education, hackathons, individual or institutional research, trainings, private demonstrations of UiPath’s software).
- - The Enterprise Account allows SMB and LB to evaluate its suitability for their internal business requirements and non-profit purposes (such as education, hackathons, individual or institutional research, trainings, private demonstrations of UiPath’s software). The Enterprise Account is not available to individuals.
- Authorized User. Customer may allow Authorized Users to use, access and operate the UiPath Platform solely for the Customer’s direct beneficial business purpose. Customer will ensure that the Authorized User complies with the terms of this Agreement and will be liable towards UiPath as if the actions of the Authorized User are its own. Upon UiPath’s request, Customer will provide UiPath with the identity of the Authorized User and the report on the Authorized User’s use or access of the UiPath Platform. Customer will (a) inform the Authorized User of all Customer policies and practices that are relevant to their use of the UiPath 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 Agreement is lawful and that any of its Authorized Users using the Customer Data are authorized to do so in accordance with this Agreement. If UiPath suspects that an Authorized User is not complying with this Agreement it can suspend the account of theAuthorized User and of the authorizing Customer.
- Improvements. The UiPath Platform may contain features which enable automatic updates to the UiPath Platform, and which may not be turned off. By using the UiPath Platform, Customer agrees that UiPath may automatically issue and apply, at any time, such updates, as part of the Improvements to the UiPath Platform.
No Support. Customer acknowledges that UiPath is under no obligation to provide any maintenance or support or other type of services for the use of the UiPath Platform. UiPath may at its own discretion, provide to Customer assistance during the Plan Period by means of Add-Ons, which are provided for use in accordance with this Agreement.
Intellectual Property Rights. Subject to any third-party rights (as detailed under this Agreement), UiPath and its Affiliates own and will retain all Intellectual Property Rights in the UiPath Platform. 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 and operation of the Customer Data with the UiPath Platform.
- Indemnification. Customer will indemnify and hold harmless UiPath and its Affiliates for any Claim in connection with or resulting from any actions or omissions or a breach of this Agreement.
- Limitation of Liability. To the maximum extent permitted by applicable law, in no event and under no legal theory will UiPath, its Affiliates, licensors, contractors, agents and suppliers, be liable towards the Customer for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement. UiPath will not be liable for the use or inability to use the UiPath Platform, loss or corruption of data, loss of anticipated or actual profits, loss of goodwill, service down time, business interruption, computer failure or malfunction, even if UiPath has been informed of the possibility of such damages. For the avoidance of any doubt, under no circumstances may UiPath be liable for any Claims of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from, or in connection with, the Customer Data.
Limitation of Damages. Customer’s exclusive remedy against UiPath, its Affiliates, licensors, contractors, agents, service providers and suppliers, for any damages, including direct damages, arising out of, or in connection with, this Agreement, is limited up to one (1) USD. If there is any consideration paid by the Customer in connection with this Agreement, the remedy is limited to an amount equal to the value of the consideration pertaining to the month during which the loss or breach occurred. These limitations and exclusions apply even if this remedy doesn't fully compensate Customer for any losses and even if UiPath knew or should have known about the possibility of the damages or the likelihood of their occurrence.
- WARRANTIES AND DISCLAIMERS
- Customer. Customer represents and warrants that: (i) it has all necessary right and title to enter into this Agreement and to perform its obligations hereunder; (ii) 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 including any Customer Data); (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 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 Platform infringes or otherwise conflicts with the rights of any Authorized Users or other third party; (v) it is responsible for the conduct of the Authorized Users and their compliance with the terms of this Agreement.
- UiPath. The UiPath Platform and related information are provided on an “AS IS” and “AS AVAILABLE” basis and, to the maximum extent permitted by applicable law, without warranties, conditions, representations or guaranties of any kind, either expressed, implied, statutory or otherwise, including but not limited to, availability, service uptime, hidden defects, satisfactory quality, merchantability, fitness for a particular purpose, non-infringement or ability of the UiPath Platform to integrate or interoperate with other software, products or services. Customer bears the entire risk for selecting the software, results, quality and performance of the UiPath Platform and to implement any required security measures for safeguarding Customer Data. CUSTOMER MAY HAVE CERTAIN RIGHTS UNDER CUSTOMER MANDATORY APPLICABLE LOCAL LAW AND NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT OR ERROR-FREE AND OCCASIONAL PERIODS OF DOWNTIME OR INTERRUPTION OCCUR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UIPATH DOES NOT GUARANTEE THAT THE UIPATH PLATFORM OR ANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT CONTENT LOSS WON'T OCCUR OR THAT IT WILL PROTECT AGAINST ALL POSSIBLE THREATS OR FAILURES, NOR DO WE GUARANTEE SECURITY OR ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.
- Term. This Agreement is effective from the date the Customer accesses or installs the UiPath Platform until terminated in accordance herein.
Termination. UiPath may terminate Customer’s use herein at any time without giving a notice. The Customer may terminate this Agreement at any time without notice by discontinuing the use of the UiPath Platform.
Survival. Notwithstanding the expiry or termination of this Agreement, the Liability, Warranties and Disclaimers, Laws and Venue, Compliance, Personal Data Protection, Entire Agreement and Notices sections will survive.
- Statute of Limitation. Unless as otherwise expressly mandated by the applicable law, any Claims in court or arbitration must be filed within 1 (one) year from the date when a right to file such Claim was born. If a Claim is filed after the aforementioned term, such Claim shall be precluded by this provision and deemed time-barred.
- Mediation. The Parties agree to try to settle every dispute amicably and, if they don’t reach an agreement within 60 (sixty) days from the date either of them receives a Claim from the other, the Parties consent to personal jurisdiction, and the exclusive venue of, the courts indicated below.
- Governing Law. Venue. This Agreement is governed by the laws indicated below, depending on the domicile or headquarters of the Customer. By execution and delivery of this Agreement, each Party accepts generally and unconditionally the non-exclusive jurisdiction of the Court and irrevocably waive any objection (including, without limitation, any objection to the laying of venue based on the grounds of forum non-conveniens) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court. The Parties hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. 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 International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.
Customer Domicile or Headquarters
United States of America, Canada or Mexico
New York law
Courts of New York, New York
Courts of Bucharest
Rest of the World
Courts of Amsterdam
- Waiver of Jury Trial. Arbitration. To the fullest extent permitted by law, each of the Parties waives knowingly, voluntarily and intentionally any right it may have to a jury trial in respect of litigation directly or indirectly arising out of, under or in connection with this Agreement. If a waiver of jury trial is deemed by any court of competent jurisdiction as not being enforceable for any reason, then to the fullest extent permitted by law, each of the Parties hereto agree to binding arbitration as follows: (i) any Claim relating to this Agreement, except for Claims relating to Intellectual Property Rights will be referred to and finally determined by expedited arbitration in accordance with the WIPO Expedited Arbitration Rules, and the arbitral tribunal will consist of a sole arbitrator which will be a qualified lawyer with at least 10 years of experience in commercial contracts; (ii) any Claims relating to Intellectual Property Rights will be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules, and the arbitral tribunal will consist of three arbitrators which will be all qualified lawyers with at least 10 years of experience in issues relating to Intellectual Property Rights. The place of arbitration will be determined in accordance with the above. The language to be used in the arbitral proceedings will be English. The provisions of this paragraph will survive the termination of this Agreement.
- Export. Each Party acknowledges that the UiPath Platform may be subject to export control regulations as enacted 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 UiPath Platform. Each Party represents that neither it or its Affiliates is not named on any Export Control Regulations list of restricted parties. Each Party hereby agrees and undertakes that it will not knowingly export or reexport the UiPath Platform (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.
- Anti-Corruption. Each Party confirms it has not been offered or received any illegal or improper bribe, kickback, payment, gift, or thing of value from the other Party’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Any violation of the restrictions herein will be promptly notified to firstname.lastname@example.org.
- Confidentiality Obligations. Recipient will, and will ensure their Affiliates, Authorized Users, employees and/or agents will (i) keep the CI confidential, (ii) not, in any manner, directly or indirectly, use or otherwise employ all or any of the Discloser’s CI for any purpose other than the performance under this Agreement. This confidentiality obligation will survive for 3 (three) years after the termination or expiration of this Agreement, except if the CI is protected as trade secrets, in relation to which the confidentiality obligation will exist for as long as such CI remains a trade secret under applicable law.
- Feedback. The Customer acknowledges that if it provides any suggestions or feedback to UiPath (“Feedback”) it does so voluntarily and UiPath will be entitled to use the Feedback at its discretion, being understood the Feedback will be deemed UiPath CI. Customer (on behalf of itself and any Authorized User) grants UiPath an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use the Feedback for any purpose without any obligation or compensation to Customer, or any Authorized User.
- Log Data. The UiPath Platform, including any data (such as usage and audit logs, process trails, queues, analytics), made available by UiPath in connection with the Customer’s activity in the UiPath Platform or otherwise, represents UiPath CI, and may be used by the Customer only for the purposes of, and in accordance with this Agreement.
- License Compliance. Customer is not allowed to use the UiPath Platform other than in accordance with this Agreement and the Use Restrictions Policy. UiPath may, at its expense, use available technologies or processes to verify that Customer’s use, access, installation, or deployment of the UiPath Platform comply with the terms of this Agreement. Additionally, at no more than once every 12 (twelve) months, UiPath may appoint its own personnel and/or an independent third party to perform these verifications. Customer agrees to provide all the required assistance and support.
- Protection Practices. UiPath will comply with Personal Data Legislation in respect of the processing of Personal Data in connection with its role described in the Agreement. UiPath has implemented reasonable information security practices regarding the protection of Customer Data in accordance with the product architecture. By using the UiPath Platform the Customer acknowledges that UiPath’s information security practices are consistent with its security requirements. The Customer is also responsible for maintaining appropriate security measures regarding the components it controls.
- Restrictions. UiPath does not require any Personal Data to operate and license the UiPath Platform. Customer is the sole responsible for obtaining the appropriate consents and authorizations and for identifying and complying with the Personal Data Legislation to which the Customer is subject, including for assessing if the use of the UiPath Platform for processing Personal Data is consistent with such laws. Customer acknowledges that UiPath is not a business associate and that Customer may not use any protected health information (as defined by the Health Insurance Portability and Accountability Act (HIPAA)) with the UiPath Platform. Customer should use only “dummy data” when configuring or testing the UiPath Platform.
Data Processing Agreement. If and only to the extent allowed under this Agreement, Personal Data is used with the UiPath Platform, and to the extent required under the Personal Data Legislation, the DPA will govern the processing of Personal Data.
- Agreement Governance. UiPath may update the Agreement from time to time and, only in case the updates include material changes, UiPath will provide Customer with reasonable notice. The revised Agreement will become effective, (i) on the date set forth in the notice in respect of material changes, and (ii) when amended by UiPath, in respect of all other changes. By continuing to use the UiPath Platform after the changes have taken effect, it is deemed the Customer has acknowledged and accepted the updated Agreement. UiPath and its licensors (and their Affiliates) reserve all rights not expressly granted in this Agreement.
- Greater China Restriction. Customers domiciled/headquartered in Greater China are not permitted to use any type of real data (including any Personal Data) irrespective if under a Community Account or Enterprise Account.
- Severability. 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 will produce intended legal effects.
- Technical Data Use Consent. Customer agrees that UiPath and its Affiliates may collect and use technical information gathered during Customer’s use of the UiPath Platform. UiPath may use this information solely to improve the UiPath Platform or to provide customized services or technologies to the Customer and will not disclose this information in a form that personally identifies the Customer. Customer grants UiPath and its Affiliates a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, transmit, sub-license, index, model, aggregate (including with other customers’ data), publish, display and distribute any anonymous information derived from Customer Data (such as, but not limited to, web browser, screen resolution, and mobile device-type information).
- Third Party Providers.
- If Customer uses certain features of the UiPath Platform in conjunction with third party data, products, services, and platforms (e.g. social media platforms, media partners, wireless carriers, or device operating systems), then the 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.
- Force Majeure. Neither Party is liable for failure to perform its obligations under this Agreement (except for any payment obligations) to the extent that performance is delayed, prevented, restricted or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labor action, fire, flood, earthquake, failure of third-party providers, denial of service attacks, malicious conduct, utility failures, power outages, governmental acts, orders, or restrictions.
- Notices. Any notice given under this Agreement must be in writing by e-mail, with a suggestive subject, to the addresses listed below (or addresses notified in writing by either Party) and will be effective the earlier of (i) when received by the Party, or refused by the Party or (ii) the next business day after being sent by the expeditor.
Please read these Terms carefully and contact us at email@example.com if You have any questions. By using the Portal, You agree to the Terms (as updated from time to time) and that the only remedy for Your dissatisfaction with the Portal is to stop using it. By agreeing with these Terms, You acknowledge that You are at least 18 years old. UiPath reserves the right to make changes to the Portal and the Terms from time to time without prior notice; by continuing to use the Portal, You agree to the changes to the Portal and the Terms. If You allow any third-party to access, use or operate the Portal, You are responsible for any acts and omissions of such third-party as if they were Your own.
The Portal is the UiPath website dedicated to UiPath Technology Partners, where UiPath presents the specificity of the Technology Partner Program and/or provides You, the UiPath Technology Partner, the benefits granted based on the Technology Partner Agreement.
The Portal is offered to You by UiPath Inc., a Delaware corporation having its principal place of business at 90 Park Avenue, 20th floor, 10016 New York, New York, US and UiPath SRL having its principal place of business at 4 Vasile Alecsandri Str. and 11 Daniel Constantin Str., Building A, floors 5 and 6, District 1, Bucharest (hereinafter jointly referred to as “UiPath”).
“UiPath Technology Partner” means a legal person with which UiPath has a valid Technology Alliance Agreement in place.
“Technology Alliance Agreement” means a Technology Alliance Agreement, or similar agreement, concluded by You with UiPath, having as object at least one of the following:
- Software interoperability assessment performed by the parties;
- Software integration;
- Go-to-Market activities by both parties.
RIGHT TO USE THE PORTAL
You warrant and represent that any individual using the Portal on Your behalf has been authorized by You for this purpose. As a Portal user, You ensure that all the required arrangements to register and use the services and Materials provided on the Portal are in accordance with these Terms and applicable laws. Subject to Your continuous compliance with the Terms, UiPath provides You a limited, non-exclusive, non-transferable, and revocable license to use the Portal and all the materials provided therein for Your business purposes, as further detailed in the Terms.
TERMINATION OF YOUR ACCOUNT
You may stop using the Portal account at any time. UiPath may without prior notice to You, immediately terminate, suspend Your right to use and access the Portal, or delete Your account if You breach these Terms, or if required to do so by law.
The Termination of Your account will not automatically trigger the termination of the Technology Alliance Agreement. Upon Termination of Your Technology Alliance Agreement, UiPath can terminate Your Account if You do not initiate any discussion with respect to the conclusion of a new Technology Alliance Agreement within 30 days maximum as of the date when Your Technology Alliance Agreement is terminated; initiation of such discussion does not create an obligation for UiPath to conclude an agreement, or to create a new account.
All Content provided by UiPath in the Portal is protected by United States and European Union copyright, patent, and trademark laws, international conventions and applicable laws and is confidential. UiPath and its licensors (and their affiliates) retain all right, title and interest in the Content. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, communicate to any third parties or otherwise make unauthorized use of the Content.