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UiPath Preview Program Agreement

Published on August 9, 2019; Effective on August 19, 2019

This UiPath Preview Program Agreement (the “Agreement”) is being entered into by UiPath and the Customer (each a “Party” and together the “Parties”, as further defined below) as of the date the Customer has accepted the UiPath Preview Program (the “Program”) terms herein. Customer’s relationship under this Agreement is with the UiPath entity defined in section “UiPath Entity and Governing Law”.

 

Please carefully review the Agreement before you sign up. The Agreement creates a legal agreement between Customer (as defined below) and UiPath (as defined below) and govern Customer’s participation in the Program.

 

By signing-up to participate in the Program, you represent that you have read and understood this Agreement herein, you are the legal age of “majority” where you live and agree to be bound by the terms of this Agreement which is required for participation in the Program. You may contact us at contractnotice@uipath.com if you have any questions about this Agreement.

 

1. 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.

“Confidential Information” means information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) in connection with the Agreement, whether before or after the effective date, 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 Preview Offerings, software, 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.).

“Customer” means the entity or the individual accepting the Agreement as an end user, as follows:

(i). if you are a natural person and have installed the Software for your own use, then you are the “Customer”; or

(ii). if you are a natural person and have installed, or are using, the Software for your employer (or any similar or assimilated relationship), then such employer is the “Customer” and any actions or omissions made be you herein are deemed to be actions or omissions of the Customer. In this case UiPath assumes you have the legal authority to bind the Customer.

“License Term” means 1 (one) year as of the date the Customer installs the Software, or any shorter term as an effect of the termination of this Agreement.

“Preview Offerings” includes Software and Services.

“Service(s)” means experimental, early, pre-release UiPath services, such as UiPath websites, platforms, forums, content, and any related documentation, materials, and information licensed by UiPath.

“Software” means experimental, early, pre-release UiPath software and any related documentation, materials, and information licensed by UiPath.

 

2. Program Scope

2.1 Program Participation. The purpose of this Program is for UiPath to make Software and Services available to the Customer, who will provide UiPath with useful information about the experience with the Software and Services. Customer agrees that UiPath is not obligated to provide any Software or Services by virtue of Customer’s participation in the Program. Enrollment in the Program is free of charge.

2.2 Preview Offerings. Preview Offerings may be substantially different from the commercially released versions of the Software and Services and may have different standards of security, privacy, availability, accessibility or reliability. UiPath may change or discontinue the Preview Offerings at any time without notice.

 

3. License to use 

3.1 UiPath grants the Customer, during the License Term, a limited and non-exclusive right to use the Preview Offerings in accordance with the terms herein.

3.2 Use Restrictions. Customer is not permitted to:

a. use the Preview Offerings (i) in a manner inconsistent with this Agreement, (ii) in a production environment; (iii) for profit or for any purpose other than the internal business purposes of Customer, (iv) to acquire or learn any technical specifications about the Preview Offerings, whether directly or indirectly, other than in accordance with this Agreement, (v) to infringe the rights of UiPath or any third party or breach any laws (including any export control regulations under EU, US or other law), or (vi) to operate in a service bureau, managed service provider or commercial hosting services environment;

b. alter, adapt, merge, modify, translate, decompile, develop versions or derivative works, reverse engineer, upgrade, improve or extend, features or functionalities of the Preview Offerings or otherwise derive source code from the Preview Offerings, 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 Preview Offerings with another software program, provided that Customer has first requested UiPath to provide the information necessary to achieve such interoperability with at least ninety (90) days advance written notice and UiPath has not made such information available;

c. remove or modify any proprietary markings included in the Preview Offerings;

d. re-sell, sub-license, assign, transfer, rent, lease, lend or otherwise distribute any license under the Agreement;

e. attempt to gain unauthorized access to, or to temper with, any service, account, computer systems or networks by using the Preview Offerings;

f. allow any third-party to do any of the above.

 

4. Support. UiPath will provide limited or no support for the Preview Offerings.

 

5. Warranty and Liability

5.1 UiPath, either directly or indirectly, express or implied, makes no warranties and provides no guarantees, with respect to the Preview Offerings or Customer’s participation in the Program. The Preview Offerings are provided on an “AS IS” basis “with all faults” and “as available”, and Customer understands it bears the entire risk of using the Preview Offerings. 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, workmanlike effort and non-infringement. Nothing in this Agreement is intended to affect any rights Customer may have under its local law, if they apply.

5.2 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 Software, computer malfunction or failure, server down time, failure of the Preview Offerings to operate with any other programs, loss of profits, reputation, use, or revenue, loss or corruption of data, or interruption of business and the maximum aggregate liability of UiPath for any damages claimed under, or in connection with, this Agreement, any damages will not exceed USD 10,000. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to the Preview Offerings or Customer’s participation in the Program.

 

6. Representations

6.1 By accessing and installing the Preview Offerings, Customer understands and agrees:

a. There could be functionality defects and potential blocker(s) that will require workaround solutions.

b. UiPath may issue automatic updates of the Preview Offerings, which Customer may not be able to prevent or disable.

c. To frequently back-up its data before installing or accessing any Preview Offerings on its device.

 

7. Termination and Opt-Out

7.1 Termination. Customer’s access to any or all of the Preview Offerings may be terminated by UiPath at any time, without notice, for any reason whatsoever. Pursuant to termination of Customer’s use of, or access to, the Preview Offerings, or termination of this Agreement, Customer will have no right to possess or use any Preview Offerings. Regardless of the reason for termination, Customer undertakes to delete all copies of the Preview Offerings, content and other materials provided as part of the Preview Offerings on termination date.

7.2 Opt-Out. Customer may opt-out from participating in the Program at any time by uninstalling and deleting all copies of any Software.

7.3 Survival. Sections Specific Terms, Reservation of Rights, Warranty, Damages, Applicable Law and Disputes survive termination of this Agreement.

 

8. UiPath Entity and Governing Law. The Agreement is governed by and will be interpreted in accordance with the laws indicated in the below table. Any and all disputes resulting out of or in relation to the Agreement will be settled amicably and, if such will not be possible within 60 days from the date either Party receives a claim from the other, the dispute will be settled, to the extent permissible under applicable law, by the courts identified in the table below.

Customer Domicile or Headquarters

UiPath Entity

Governing Law and Venue

United States of America, Canada or Mexico

UiPath Inc.

New York law; Courts of New York, New York

Rest of the world

UiPath SRL

Dutch law; Courts of Amsterdam

 

9. Specific Terms

9.1 UiPath Community Forum. Customer’s participation in the Program is governed by this Agreement. However, UiPath may engage with Customer through other services, which may be subject to additional specific terms. For purposes of making the Preview Offerings available and for communicating in relation to the Program, UiPath will use the UiPath Community Forum (https://forum.uipath.com/) (“Forum”) and Customer’s access and actions within the Forum will be subject to the UiPath Community Forum Terms of Service, which Customer will be prompted to accept when entering the Forum. If Customer is already a member of the Forum, its continued use of the Forum will be subject to the UiPath Community Forum Terms of Service in force at the moment of creating an account on the Forum, including any subsequent updates.

9.2 UiPath Products and Services. Software provided to Customer under the Program will consist, without limitation, of features, add-ons, components, plug-ins, connectors and APIs, that are part of or can be used together with UiPath products and services (such as the UiPath RPA Platform, or the UiPath Cloud Platform) and such products and services remain subject to the terms and conditions of the associated licensing agreement Customer has accepted or agreed to with UiPath. In the event that Software or Services are made available to Customer without associated licensing terms, this Agreement will apply.

9.3 UiPath Cloud Platform. If the Customer receives access from UiPath, and uses, the UiPath Cloud Platform for review purposes, then the Specific Terms for the UiPath Cloud Platform available here: https://www.uipath.com/legal/additional/cloud-platform will apply to it and be deemed part of this Agreement by reference. Any capitalized items not defined therein will have the meaning given to them in this Agreement.

9.4 UiPath AI Fabric. 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 this Agreement by reference. Any capitalized items not defined therein will have the meaning given to them in this Agreement. 

9.5 Other Software and Services. Preview Offerings may include other Software and Services that may be accompanied by their own license terms, in which case, those license terms will apply.

 

10. General

10.1 Export. Each Party acknowledges that the Preview Offerings 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 Preview Offerings. Each Party represents that neither it or its Affiliates is 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 Preview Offerings (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.

10.2 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 with this Agreement. 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.

10.3 Confidentiality Obligations. Recipient agrees to keep all Confidential Information confidential and treat it in the same manner as it treats its own Confidential Information, but with no less than a reasonable degree of care, to prevent any unauthorized disclosure. 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 this Agreement. The confidentiality obligation will survive for 3 years after the termination or expiration of this Agreement, 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.

10.4 Privacy. During the performance of this Agreement 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 this Agreement. Each Party will be responsible for informing its own representatives or employees of the processing of their personal data as provided in this Agreement. Each Party is responsible for complying with the applicable data protection legal requirements for the purposes of this Agreement. If any of the Parties would at any time act as a data processor on behalf of the other Party during the performance of this Agreement, the Parties will enter into a data processing agreement (“DPA”), as specified below, in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") or equivalent. Personal Data collected by one Party at webinars and events organized by such Party may only be shared with the other Party in accordance with GDPR and other applicable privacy laws. The Party that collects the personal data will ensure it obtains from the data subjects all legally required informed consent for the processing and transfer of their personal data to the other Party, prior to such processing and transfer. All consents must be recorded and auditable. The Party that receives the Personal Data may request at any time to be provided with evidence of consent.

10.5 Personal Data Restrictions. UiPath does not require any Personal Data, protected health information or sensitive data, as defined by applicable law, for operating and providing the Preview Offerings and thus it is strongly recommended that Customer does not use any such information with the Preview Offerings. If Customer uses Personal Data in its automation flows, Customer must sign the DPA available here: https://www.uipath.com/hubfs/legalspot/Data_Processing_Agreement.pdf. The use of Protected Health Information or Sensitive Data as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and by the GDPR and other applicable legislation is still forbidden. The DPA will become binding the moment the Customer sends the signed DPA at privacy@uipath.com.

10.6 Feedback. If Customer provides comments, suggestions or other feedback about the Preview Offerings (“Feedback”), Customer grants UiPath, its Affiliates and partners, worldwide, exclusive, perpetual, irrevocable, royalty free, fully paid up rights 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 Software or Services. For the avoidance of doubt, Feedback represents Confidential Information of UiPath.

10.7 Data Collection. The Preview Offerings may collect and send data to UiPath, including personal data. Customer agrees that UiPath and its Affiliates may collect and use this information as described in the UiPath Privacy Policy available here https://www.uipath.com/legal/privacy-policy or the Privacy Policy applicable to specific Software or Services.

10.8 Data Usage. Customer acknowledges and agrees that UiPath will be collecting, using, storing, processing and analyzing diagnostic, technical, error reports, crash dumps, usage and other related data from Customer’s devices that are running Preview Offerings, as part of this Program to help UiPath improve our products and services.

10.9 Third Party Providers. If Customer uses the Preview Offerings 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.

10.10 Reservation of Rights. Except as expressly provided herein or in any written license agreement from UiPath, the right to use Preview Offerings does not give Customer any license to any patents, trademarks, copyrights, or other intellectual property covering subject matter of the Preview Offerings. UiPath reserves all rights not expressly granted under this Agreement.

10.11 Updates to Agreement. UiPath may change this Agreement from time to time. UiPath may take steps to inform Customer in the event of substantial changes to the Agreement, however it is Customer’s duty to periodically review the Agreement for any changes on the UiPath website (https://www.uipath.com/legal/preview-agreement). UiPath will consider the Agreement accepted if Customer will continue using the Preview Offerings even after the date the change. If Customer does not agree to the changes, it must stop using the Preview Offerings.

10.12 No Partnership. Customer’s participation in the Program does not create a legal partnership, agency, or employment relationship between Customer and UiPath.

10.13 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 shall produce intended legal effects.

UiPath Preview Program Agreement version 1