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UiPath Preview Program Agreement

Published on August 21, 2019; Effective on August 22, 2019

By downloading and/or accessing the Trial Platform, you (the “Customer”) represent that you have read and understood the terms and conditions herein (“Trial Terms”) and agree to be bound by the terms of the Trial Terms. Terms used with capital letters herein shall have the meaning prescribed in the last section herein.

1. Purpose
1.1 These Trial Terms apply to (i). Customer’s testing of any component of the Trial Platform, and/or (ii). UiPath and Customer collaborating for the enhancement of the Trial Platform, and/or (iii). Customer and UiPath engaging in a collaboration with respect to the Customer and/or UiPath showcasing the Trial Platform to Customer’s clients, and/or (iv). Customer’s access to the Insider Preview Program and Early Access Program (as these are detailed on UiPath’s website) and/or (v). any potential Services thereof. Certain collaborative work between UiPath and Customer may be split into phases and may entail executing additional documentation (including for, if applicable, assessing and enhancing the trial Platform), as provided by UiPath.

 

1.2 If the Customer receives access from UiPath, and uses AI Fabric for evaluation purposes, then the Specific Terms for UiPath AI Fabric available here: https://www.uipath.com/legal/additional/ai-fabric will apply to it, and be deemed part of the Trial Terms by reference. Any capitalized items not defined therein will have the meaning given to them in these Trial Terms.


1.3 By entering into the Trial Terms and by accessing and installing the Trial Platform, Customer understands and agrees that:

- the Trial Platform may be substantially different from any commercially released versions therein and may have different standards of security, privacy, availability, accessibility or reliability;

- there could be functionality defects and potential blocker(s) that will require workaround solutions which UiPath shall have no obligation to provide;

- UiPath may issue automatic updates of the Trial Platform, which the Customer may not be able to prevent or disable;

- the Trial Platform may contain a disabling device that will prevent it from being used after the License Term ends and the Customer must not tamper with such device;

- it may need to frequently back-up its data before installing or accessing the Trial Platform on its device(s) and should take precautions to avoid any loss of data that might result when the Trial Platform can no longer be used;

- UiPath will be under no obligation to provide any support for the Trial Platform or any associated services;

- it is responsible of communicating all the above to, if any, Authorized Users, Affiliates or Customers.

 

1.4 If any, the Services will be performed in a professional and workmanlike manner and if there’s any payment associated thereof, it will be due within thirty (30) days of invoice date.

 

2. License and Intellectual Property Rights

2.1 License. UiPath grants the Customer, during the License Term, a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to download, access and use the Trial Platform for non-production and non-commercial purposes and limited to evaluating and testing the capabilities of the Trial Platform, in accordance with the terms herein.

 

2.2 Intellectual Property Rights. Except as expressly stated herein and subject to any third-party rights, these Trial Terms do not grant either Party any rights, implied or otherwise, to the other’s content or any of the other’s Intellectual Property Rights. UiPath and its Affiliates own and will retain all Intellectual Property Rights in the Trial Platform and, subject to any rights reserved to any Authorized User, Customer owns all Customer Data.

 

2.3 If Customer provides any feedback, Customer grants UiPath, its affiliates and partners, worldwide, exclusive, perpetual, irrevocable, royalty free, fully paid up license to (i) make, use, copy, modify, and create derivative works of the feedback and (ii) publicly perform or display, sell, distribute, sub-license the feedback or any derivative works thereof, as part of any of its products or services. For the avoidance of doubt, feedback represents Confidential Information of UiPath.

 

2.4 Use Restrictions. Customer is not permitted, nor will allow a third party to:

- use the Trial Platform (i) in breach of the Trial Terms, (ii) other than as described in the Licensing Models, (iii) for benchmarking, comparison, or to acquire or learn any technical specifications about the Trial Platform, whether directly or indirectly, with the purpose of gaining, for itself or for a third-party, a competitive technological or business advantage (iv) to infringe the rights of UiPath and any other party, (v) to 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; (vi) for any purposes prohibited by US, EU 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, such as 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 Trial Platform may result in a direct risk for life, body, health or in substantial damages to property or the environment, (vii) unless otherwise expressly provided in the Trial Terms, to operate in a service bureau, managed service or commercial hosting services environment;

 

- alter, adapt, merge, modify, translate, decompile, develop versions or derivative works, reverse engineer, upgrade, improve or extend, features or functionalities of the Trial Platform or otherwise derive source code from Trial Platform, except to the extent Customer may be expressly permitted to decompile under applicable law, if it is essential to do so, in order to achieve interoperability of the Trial Platform with another software program, provided that Customer has first requested UiPath to provide the information necessary to achieve such interoperability with at least 90 (ninety) days advance written notice and UiPath has not made such information available;

 

- remove or modify any proprietary markings included in the Trial Platform;

 

- re-sell, sub-license, assign, transfer, rent, lease, lend or otherwise distribute any license or rights acquired under the Trial Terms;

 

- attempt to gain unauthorized access to any service, account, computer systems or networks;

 

- 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 Trial Platform to distribute malware, impersonate or misrepresent affiliation with any person or entity;

 

- mishandle or keep passwords and/or other type of login information unsecured.

 

3. Warranty and Liability

3.1 The Trial 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 Trial 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 Trial Platform and to implement any required security measures for safeguarding Customer Data. UIPATH MAKES NO WARRANTIES AND PROVIDES NO GUARANTEES (EITHER DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED) WITH RESPECT TO THE TRIAL PLATFORM, SERVICES OR CUSTOMER’S PARTICIPATION IN ANY ACTIVE PROGRAM. THE TRIAL PLATFORM IS PROVIDED ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE”, AND CUSTOMER UNDERSTANDS IT BEARS THE ENTIRE RISK OF USING THE TRIAL PLATFORM. TO THE EXTENT PERMITTED IN ANY MANDATORY PUBLIC ORDER PROVISIONS UNDER CUSTOMER’S LOCAL LAW, UIPATH EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, EFFORT AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT ANY RIGHTS CUSTOMER MAY HAVE UNDER THE APPLICABLE LAW.

3.2 No Liability.
UIPATH WILL NOT BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, MORAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, THE USE OR INABILITY TO USE THE TRIAL PLATFORM, COMPUTER MALFUNCTION OR FAILURE, SERVER DOWN TIME, FAILURE OF THE TRIAL PLATFORM TO OPERATE WITH ANY OTHER PROGRAMS, LOSS OF PROFITS, REPUTATION, USE, OR REVENUE, LOSS OR CORRUPTION OF DATA, OR INTERRUPTION OF BUSINESS AND, UNLESS EXPRESSLY MANDATED OTHERWISE BY THE APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF UIPATH FOR ANY DAMAGES CLAIMED UNDER, OR IN CONNECTION WITH, THE TRIAL TERMS, WILL NOT EXCEED USD 100. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to the Trial Platform or Customer’s participation in any preview program (or similar launched by UiPath). 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.

3.3 No Obligations. Customer agrees that UiPath is not bound to provide the Trial Platform and UiPath may change or discontinue the Trial Platform or any part thereof at any time without notice.

 

3.4 Use by Third Parties and Flow-down. Customer may allow Authorized Users to use, access and operate the Trial Platform solely for the Customer’s direct beneficial business purpose and, upon request, provide UiPath with the identity of the Authorized User and the report on the Authorized User’s use or access of the Trial Platform. If any Affiliate wishes to access the Trial Platform (i). it may enter separately into the Trial Terms, or (ii). the Customer may add such Affiliate on the list of Affiliates included under these Trial Terms, by providing UiPath with all the relevant information and subject to UiPath’s written consent. Customer shall cause any such third parties (such as its Affiliates, Authorized Users, Customer’s clients) to comply with, and shall be liable for their compliance with, the obligations set out in these Trial Terms (and any reference to Customer herein shall be deemed a reference to the relevant third party), including by adding in its Customer clients provisions related to the scope herein, obligations on Customer’s client consistent with the obligations imposed on the Customer under these Trial Terms.

 

3.5 Customer agrees to indemnify and hold UiPath, its Affiliates and their respective directors, officers, employees and agents, harmless from and defend UiPath against any and all claims and expenses, including attorneys’ fees, arising out of, or in connection with, (i). Customer Data and/or (ii). Customer’s, its Affiliates, Authorized Users and/or clients’ use of the Trial Platform in breach of this Agreement.

 

4. UiPath Entity and Governing Law

4.1 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.

 

4.2 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 these Trial Terms, 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 these Trial Terms 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 these Trial Terms. 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 these Trial Terms regardless of when or where adopted.

Customer

UiPath Entity

Governing Law and Venue

United States of America, Canada or Mexico

UiPath Inc., 90 Park Ave 20th floor, New York, NY 10016, USA

New York law; Courts of New York, New York

Japan

UiPath KK , Otemachi bldg 2F, 1-6- 1 Otemachi, Chiyoda-ku,Tokyo, Japan

Japan law; Tokyo District Court

Rest of the world

UiPath SRL, 4 Vasile Alecsandri Str. and 11 Daniel Constantin Str., Building A, floors 5 and 6, District 1, Bucharest 010639, Romania

Dutch law; Courts of Amsterdam

 

4.3 Waiver of Jury Community. 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 THESE TRIAL TERMS. 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 these Trial Terms, 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 these Trial Terms.

 

4.4 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 or after the accrual of the cause of action, except that proceedings related to violation of UiPath’s Intellectual Property Rights may be brought at any time within the applicable statute of limitation provided under the law. If a claim is filed after the aforementioned term, such claim shall be precluded by this provision and deemed time-barred.

 

5. Data

5.1 Confidentiality Obligations. Recipient will not, in any manner, directly or indirectly, use or otherwise employ all or any of the Confidential Information for any purpose other than the performance under these Trial Terms. The confidentiality obligation will survive for 3 (three) years after the termination or expiration of these Trial Terms, except for the case of Confidential Information protected as trade secrets, in relation to which the confidentiality obligation will be perpetual or will exist for as long as such Confidential Information remains a trade secret under applicable law.

 

5.2 Contract Formation. During the performance of these Trial Terms each Party may collect, store and use Personal Data related to the other Party's representatives or employees, such as their name, telephone number, e-mail address, job title. This Personal Data may be collected from the other Party or directly from the representatives or employees and it is necessary to allow the Parties to enter into and perform these Trial Terms. Each Party will be responsible for informing its own representatives or employees (e.g. Authorized Users) of the processing of their personal data as provided in these Trial Terms. Each Party is responsible for complying with the applicable data protection legal requirements for the purposes of these Trial Terms.

 

5.3 Other processing operations. Other than as otherwise provided herein, the Customer is not allowed to use Personal Data when using the Trial Platform. UiPath will accept no liability for usage of Personal Data in the Trial Platform and, should the Customer use Personal Data when using the Trial Platform, UiPath will not be considered a data processor or data controller in respect to the Personal Data used by the Customer.

 

5.4 Data Usage and Telemetry. Customer acknowledges and agrees that UiPath may be collecting, using, storing, processing and analyzing diagnostic, technical, error reports, crash dumps, usage and other telemetry related data from Customer’s devices that are running Trial Platform. Subject to the terms hereof, Customer grants UiPath and its Affiliates a worldwide, non-exclusive, transferable, royalty-free, limited term license to, as applicable, access, host, store, test, use, process, copy, distribute, perform, compile, decompile, create derivative works, modify, anonymize, sublicense to other third parties, incorporate into other works or otherwise use it, export and display such data, as reasonably necessary (i) to provide, maintain and update the Trial Platform and improve its products and services; (ii) to prevent or address service, security, support or technical issues; (iii) as required by law or as permitted by the UiPath Privacy Policy.

 

5.5 If the Customer and UiPath are collaborating for the purpose of enhancing the Trial Platform and should the Customer provide any data, information or materials for that purpose, the Customer will anonymize all such information in order to filter and remove all Personal Data. Customer will indemnify and hold UiPath harmless against any claims arising from Customer’s failure to filter and remove any Personal Data or other information it deems valuable to its business, and under no circumstances will 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 to any such information.

 

6. Compliance

6.1 Each party acknowledges that the Trial 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 Trial Platform. Each party represents that neither it nor its affiliates is named on any Export Control Regulations list of restricted parties. Customer hereby agrees and undertakes that it will not knowingly export or reexport the Trial 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.

 

6.2 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 herein. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Any violation of the above restrictions will be promptly notified to compliance@uipath.com.

 

6.3 Other Products and Services. The Trial Platform provided to Customer under these Trial Terms may be used together with other products and services of UiPath. Such products and services shall at all times remain subject to the terms and conditions of the associated terms of use or licensing agreement the Customer has accepted or agreed with UiPath, unless there is no such agreement and these Trial Terms shall apply. The Trial Platform may contain third party components including open source code, which shall at all times be subject to their own terms and conditions, as further detailed on UiPath website.

 

6.4 Third Party Providers. If Customer uses the Trial 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.

6.5 Exclusion of Anti-social Forces for Customers located/ headquartered in Japan.
6.5.1 Organized Crime Group Members. Each of the Parties (a) represents, and covenants with respect to the future, to the other Party that the representing and covenanting Party is not currently, and will not be in the future, an organized crime group, an organized crime group member, a person for whom a period of five years has not elapsed since that person was an organized crime group member, a quasi-member of an organized crime group, a corporation affiliated with an organized crime group, a shareholder meeting extortionist (sokaiya) or the like, a corporate extortionist acting under the guise of a social movement or political activity (shakai undo-to hyobo goro), a group or individual that exploits its specialist knowledge in cooperation with an organized crime group (tokushu chino boryoku shudan to), or any other person similar to any of these entities (collectively, “Organized Crime Group Members”) and (b) represents, and covenants with respect to the future, to the other Party that the representing and covenanting Party does not currently, and will not in the future, fall under any of the following:
- the representing and covenanting Party has a relationship through which its management is considered to be controlled by an Organized Crime Group Member;
- the representing and covenanting Party has a relationship through which an Organized Crime Group Member is considered to be substantially involved in the representing and covenanting Party’s management;
- the representing and covenanting Party has a relationship through which an Organized Crime Group Member is considered to be unjustly used for the purpose of pursuing illicit gains for the representing and covenanting Party or a third party, causing damage to a third party, or for any other similar purpose;
- the representing and covenanting Party has a relationship through which it is considered to provide funds or benefits to an Organized Crime Group Member or otherwise be involved in an Organized Crime Group Member; or
- an officer of the representing and covenanting Party or any person substantially involved in that Party’s management has a socially reprehensible relationship with an Organized Crime Group Member.

 

6.5.2 Unlawful acts. Each of the Parties covenants to the other Party that the covenanting Party will not, by itself or using a third party, commit any of the following acts with respect to the other Party:

- a violent demand;
- an unjust demand that exceeds the legal liability of that demand’s recipient;
- use of threatening behavior or violence in connection with a transaction;
- spreading of rumors or use of fraudulent means or force to damage the reputation of the other Party or to obstruct the other Party’s operations; or
- any other act similar to those provided for in (i) through (iv) above.

 

6.5.3 Specific termination. Either Party may terminate this Agreement without providing the other Party with any demand for remedy if it is discovered that the other Party is an Organized Crime Group Member or falls under Section “Organized Crime Group Members” above, if the other Party commits any act provided for under Section “Unlawful acts” above, or if it is discovered that the other Party has made any false declaration in relation to its representations and covenants under Section “Organized Crime Group Members” above, and the Party considers it inappropriate to continue transactions with the other Party.

 

6.5.4 No liability. Even if the terminated Party incurs any damage as a result of the provisions in Section “Specific Termination” above being applied, the Party may not make any claim against the other Party in relation to the damage. If the terminating Party incurs any damage, the terminated Party shall be the only one liable, therefore.

 

6.6 UiPath may, at its expense, use available technologies or processes to verify that Customer’s use, access, installation, or deployment of the Trial Platform comply with the terms of these Trial Terms. 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.

 

7. General

7.1 Term and Termination. These Trial Terms shall be in force for every valid license in place to the Trial Platform, from the date the Customer accesses and/or installs the Trial Platform and for the entire License Term thereof. Either Party may terminate the Trial Terms at any time and without notice. UiPath may suspend Customer’s, or any Authorized User’s access to the Trial Platform or any part thereof, without notice and for any reason. Immediately upon termination hereof, the Customer shall delete all copies of the Trial Platform.

 

7.2 Entire Agreement. This Agreement, together with all the Policies, which are part of these Trial Terms and included herein by reference, govern Customer’s use of the Trial Platform herein. This Agreement constitutes the entire agreement between UiPath and Customer with respect to the subject matter of these Trial Terms and supersedes any prior written or oral agreement between them with respect to this subject matter. Customer may not assign these Trial Terms or any of the rights granted herein and any attempt to the contrary will be considered null and void.

 

7.3 Agreement Governance. UiPath may change the terms hereof from time to time. UiPath may take steps to inform Customer in the event of substantial changes, however it is Customer’s duty to periodically review these Trial Terms for any changes on the UiPath website. The revised Agreement will become effective within 5 (five) business days from being amended by UiPath. By continuing to use the Trial Platform after the changes have taken effect, it is deemed the Customer has acknowledged and accepted the updated Agreement.

 

7.4 Force Majeure. Neither Party is liable for failure to perform its obligations under these Trial Terms (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.

 

7.5 Any notice given under these Trial Terms 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.

Matter

To UiPath

To Customer

Privacy

privacy@uipath.com

Customer’s registration e-mail and, if not provided, the e-mail address found by UiPath in public sources

All other

contractnotice@uipath.com

 

 

7.6 Publicity. The Customer authorizes UiPath to publicly identify the Customer as a customer and include the Customer's name and logo on the UiPath's website and other promotional and marketing materials.

 

7.7 Reservation of Rights. UiPath reserves all rights not expressly granted under these Trial Terms, and, except as expressly provided herein, the right to use the Trial Platform does not give Customer any license to any patents, trademarks, copyrights, or other intellectual property covering the subject matter of the Trial Platform.

 

7.8 No Partnership. These Trial Terms or Customer’s participation in any preview program (or similar, as launched by UiPath) do not create a legal partnership, agency, or employment relationship between Customer and UiPath.

 

7.9 If any provision hereof is or becomes illegal, invalid or unenforceable for any reason, all other provisions of these Trial Terms shall remain in force and shall produce intended legal effects.

 

7.10 The following sections shall survive termination of these Trial Terms: Intellectual Property Rights, Use Restrictions, Warranty and Liability, UiPath Entity and Governing Law, Confidentiality Obligations, Notices, Reservation of Rights, Severability, Survival.

 

8. Definitions

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.

 

Authorized User means any person or entity which is allowed by Customer, in accordance herein, to access, use, or operate the Trial Platform.

 

Confidential Information or CI (a) means information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) in connection with the Trial Terms, whether before or after the date of these Trial Terms, 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 Trial 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. The Trial 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 Trial Platform or otherwise, represents UiPath CI, and may be used by the Customer only for the purposes of, and in accordance with, these Trial Terms.

 

Customer means the individual or entity signing or otherwise accepting these Trial Terms. If an individual is registering and accepting these terms with an e-mail address pertaining to an entity, UiPath will assume such individual acts in their capacity as representative of such entity, the latter being deemed as the Customer.

 

Customer Data means any information, instruction, software, technology and/or any other type of content that is imported by or on behalf of Customer (or, as applicable, its Affiliates or clients) into the Trial Platform, including any processes automated by using the Trial Platform.

 

Intellectual Property Rights means patents, right to patent ad file for 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.

 

License Term means (i). 60 (sixty) days from the date the Trial Platform is downloaded or otherwise activated, or (ii). other period of time expressly communicated by UiPath to the Customer.

 

Licensing Models means the licensing models applicable to the components of the Trial Platform, available on UiPath website or otherwise notified by UiPath to Customer.

 

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 Regulation (EU) 2016/679 (“GDPR”) and other applicable privacy laws.

 

Policies means UiPath’s policies located on UiPath website or otherwise notified by UiPath to Customer.

 

Services means any consulting, training, implementation or technical services provided by UiPath herein.

 

Trial Platform means each and any component of software developed and/or provided by UiPath, made generally available to the public by UiPath, or provided to a specific Customer upon request, which is either (i). experimental, early access, or pre-release, or (ii). generally available to the public for commercial purchase and licensed under the terms hereof for free and only for testing, demonstration, trial or any other non-production and/or non-commercial use purposes, and which (iii). includes the Trial Platform Deliverables, additional versions, updates, corrections, developments, modifications, enhancements, variations, derivative works, scripts, customizations, adaptations or extensions thereof (including as a result of the transactions contemplated in these Trial Terms), and (iv). any associated documentation, materials and information.

 

Trial Platform Deliverable(s) means, if any, the materials, such as reports, presentations, demonstrations, software, code, workflows, integrations, algorithms, documents, presentations, data, know-how, or similar, which are created by UiPath or by Customer for Customer’s (or its clients) evaluation of the Trial Platform, to be used solely in connection with the Trial Platform.

 

UiPath means the UiPath entity entering into these Trial Terms, as described above.

 

UiPath Preview Program Agreement version 2
UiPath Preview Program Agreement version 1