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General Terms of Use

Last updated June 01, 2020

Terms of Use

General Terms of Use

Last updated June 01, 2020

Terms of Use

General Terms of Use

1. BINDING AGREEMENT

 

The Terms of Use are a binding agreement between you and UiPath (referred to as “parties”) and govern your use of our Services. From the moment you access the Services we assume you have accepted the ToU so make sure to read them beforehand. We’ve attributed specific definitions to some of the words we use, as referenced below or in the body of the ToU.

 

Customer” or “you” means any individual or a company or organization that has, accesses or directs the use of, an account with us, or is testing or using the Services; “your users” means your affiliates and employees or equivalent contractors.

 

Content” means text, images, videos, audio, algorithms, software, or other information of a party.

 

IP Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in computer software and databases, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case registered or unregistered, and including all applications and rights to apply for and be granted protection, renewals or extensions of such rights, as well as the right to claim priority therefrom, and similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world, including as otherwise defined or regulated under the applicable law.

 

PII” which means any information related to an identified or identifiable natural person, including any sensitive data, as defined by Regulation (EU) 2016/679 (GDPR) and other applicable privacy laws and ”PHI” which means information about health status, provision or payment of healthcare, which can be linked to an individual (as per the Health Insurance Portability and Accountability Act of 1996 (HIPAA)). More details on our privacy and security practices are available on our trust portal.

 

Services” or “Software” means UiPath’s or its’ affiliates (i) websites, forums, services, products, software applications, courses, trainings, (ii) any improvements, updates, patches and enhancements, (iii) any associated documentation (excluding any publicity or marketing materials) and (iv) other Content, and (v) any output and result (e.g., pre-trained models, model enhancements, templates, or features) of sample documents ran or used with a product for the purpose of enhancing or training the product.

 

Terms of Use” or “ToU” means the (i) General Terms of Use, (ii) specific terms applicable to each Service (“Specific Terms”), (iii) UiPath’s policies (“Policies”), and (iv) other references therein, all as available on our website (or successor) and on our Trust Portal or within the Service, as amended by UiPath from time to time. For more details check out our website, the applicable FAQs or send us a note with your questions.

 

Trust Portal” means the portal made available by UiPath here (or successor website), and as updated by UiPath from time to time.

 

“UiPath”/“we”/“us”/“our” means the entity described below in the ToU, dependent on your location; when we refer to rights of UiPath in the ToU, we include all its affiliates (affiliate is an entity that directly or indirectly controls, is controlled by, or is under common control with another entity; control means control of more than 50% of the voting rights or equity interests of an entity).

 

2. Important 

 

2.1. To use the Services, you must be at least 16-years old and have full capacity to contract according to your country of residence; other restrictions may be applicable to specific Services. You might use the Services for yourself or your employer/similar contractor (which we call here the Customer) and if you sign on for UiPath’s Services on behalf of Customer (for instance, by using your business e-mail at registration), UiPath assumes you have the relevant power and capacity to do so and references to “you” will include both you as individual and the Customer.

 

2.2. UiPath offers a great variety of Software and each may come with its Specific Terms, as prescribed on our website. Also, enterprise Software is subject to their own terms and conditions agreed with UiPath.

 

2.3. We reserve the right to make changes to the Services or the ToU without notice. We will do our best to notify you of material changes by display on our website or within the Services and the updated ToU will be effective within 30 (thirty) days from the notification date or as specified in the notification. If you continue to use the Services after any change, Uipath assumes that you have agreed with said change. Your only remedy for dissatisfaction hereunder is to stop using the Services.

 

2.4. You can contact us using the following details (or as directed in the relevant Service). We will contact you at your registration e-mail or other e-mail we find in public sources. A notice will be considered received the next business day after being sent.

 

 

3. License and IP Rights

 

3.1. License to Use. UiPath hereby agrees to provide you the right to use the Services, under a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, in accordance with the applicable ToU.

 

3.2. IP Rights. Sure, each party retains the IP Rights over its own Content and Confidential Information. Save to any rights reserved to third parties, UiPath retains all rights, title and interest, including any IP Rights in the Services. UiPath may independently acquire, license, or develop, any IP Rights and technology performing similar functions as the software/workflows developed by, or for, you.

 

3.3. Feedback. You hereby grant UiPath, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, distribute, publicly perform or display, make, have made, import, export, sell, rent, or license copies of, any feedback that you, in your discretion, may share with UiPath in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature (e.g., pre-trained models, model enhancements, templates, or features) resulting from UiPath processing or modifying the feedback shared by you.

 

4. Content

 

4.1. The Services might contain certain Content uploaded by UiPath or any user of the Services, including you. Depending on the Service, you and other users may have access to each other’s Content, as indicated by UiPath. You hereby grant UiPath, without any compensation, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, distribute, publicly perform or display, make, have made, import, export, copies your Content for the purpose of providing the Services.

 

4.2. Due to high activity in the Services, UiPath cannot scrutinize all Content and cannot guarantee it will be free of (i). malware or contaminants that may harm your machine, or any files therein or (ii). materials you may find objectionable or inappropriate. UiPath disclaims any responsibility or liability related to third-party Content (including yours, for which you are solely liable) and reserves the right to remove or modify it for any reason, including if it believes it may violate the ToU.

 

5. Privacy and Security

 

5.1. You might share some PII with us strictly for the purpose of performance under the ToU, which we will handle in accordance with our Privacy Policy. For the PII used with Software running on servers managed by or on behalf of UiPath you bear the responsibility of informing your users or other data subjects for the processing of their PII with UiPath’s Software in accordance with the applicable laws.

 

5.2. Please mind that use of the Services does not require PII and you should minimize the use of such data. You must not use any type of PHI with Software running on servers managed by or on behalf of UiPath. Except for users located in Greater China and solely where Specific Terms allow the use of PII, UiPath will act as data processor on Customer’s behalf according to GDPR and the data processing agreement (DPA) available on the Trust Portal will apply.

 

5.3. Please mind that you are responsible for assessing compliance with your applicable privacy laws when using UiPath’s Software or Services. When you process (access, receive, disclose, store or otherwise use) PII you are responsible for processing the PII lawfully, informing and where relevant, obtaining the consent of the data subject, in accordance with the GDPR and other applicable privacy laws.

 

6. Fees and Refunds

 

6.1. Certain Services may be subject to a fee, as provided in the applicable Specific Terms. Unless otherwise expressly agreed by UiPath, all payments are due 30 (thirty) days from the date of the invoice. Should you fail to pay, UiPath may collect the fees using alternative collection mechanisms. UiPath reserves the right to change its fees at any time at its sole discretion. Any change will be effective immediately upon publication through the relevant Services or in their Specific Terms.

 

6.2. Except as expressly permitted by UiPath in writing or as explicitly stated as part of the sign-up process for a Service or in a specific arrangement, UiPath will not provide refunds or vouchers for any Services. In case we terminate a paid Service for our convenience, we will refund the associated prepaid and unused fees.

 

7. Warranties

7.1. NO WARRANTIES. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND “AS AVAILABLE” BASIS. NEITHER UIPATH, NOR ITS AFFILIATES, LICENSORS, SUPPLIERS, THEIR OFFICERS, EMPLOYEES OR AGENTS (“UIPATH PARTIES”), MAKE ANY WARRANTY OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN RELATION TO SERVICES AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UIPATH SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING AVAILABILITY, SERVICE UPTIME, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ABILITY OF THE SERVICES TO INTEGRATE OR INTEROPERATE WITH OTHER TECHNOLOGIES. UNPLANNED SYSTEM OUTAGES MAY OCCUR AND UIPATH DOES NOT WARRANT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR FREE. UIPATH DISCLAIMS ALL LIABILITY FOR HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDER OR ANY THIRD-PARTY CONTENT. CUSTOMER BEARS THE ENTIRE RISK AS TO THE USE OF THE SERVICES.

 

7.2. Your Warranties. You represent and warrant at all times that: (i) you have all necessary right and title to enter into the ToU and to perform your obligations hereunder; (ii) you and your users will use the Software in strict accordance with the ToU and with all applicable legislation; (iii) you have obtained all rights, permissions and/or consents necessary for the lawful use of your Content and the operation of the Software; (iv) you have all the required rights in relation to any third-party software or products as to allow performance of any changes, alterations or integrations that you make or have made (v) no part of your Content infringes or otherwise conflicts with any third-party rights. You expressly agree that the use of the Services and Content is at your sole risk.

 

8. Liability

 

8.1. EXCLUSIONS. To the maximum extent permitted by applicable law, in no event will UiPath Parties be liable 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 SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS, LOSS OF PROFITS, REPUTATION, USE OR REVENUE, LOSS OR CORRUPTION OF DATA, OR INTERRUPTION OF BUSINESS, regardless if the UiPath Party was aware of the likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. For the avoidance of any doubt, under no circumstances may any UiPath Party 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, your Content, your failure to comply with the ToU or use of your account.

 

8.2. Limitation of Damages. Your exclusive remedy against any UiPath Party, for each and all claims, actions, proceedings and damages (individually and together), including direct damages, arising out of, or in connection with, the ToU, and including where the warranty exclusions above are not valid or permitted under the applicable law, is limited up the higher of (i) one hundred (100) USD or (ii) the value of the consideration you paid for the month during in which the loss or breach occurred. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses and even if UiPath knew or should have known about the possibility of the damages or the likelihood of their occurrence.

 

8.3. Indemnification. You will indemnify any UiPath Party, defend and hold them harmless against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of, or relating to any claims based on, (i). your, and your users use or attempted use of the Services in violation of the ToU; (ii). your violation of the applicable law or rights of any third party; or (iii). your Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

 

9. Compliance

 

9.1. Acceptable Use. You will abide by the ToU including the acceptable use policy available on our website. The Services may contain or may be enjoined by third party components including open source code, which are subject to their own terms and conditions, as detailed on UiPath’s website. If you use the Services in conjunction with third-party data, products, services, platforms, etc., then you must comply with the terms and conditions required by such third-party providers, and you will be carrying the entire risk to such use.

 

9.2. Third Party Access. You may only allow your users (which, should UiPath allow it, will include your clients), to use the Services and solely for your direct beneficial business purpose, causing them to comply with the ToU and being liable for their actions. Upon request, you will provide UiPath with details and use reports of all your users.

 

9.3. Export Control. You acknowledge the Services may be subject to export control regulations and sanctions including U.S. economic sanctions, European Commission regulations, United Nations Security Council resolutions, and other similar national or international regulations ("Export Controls and Sanctions"). You represent and undertake that you, your affiliates or users (i). are not named on any Export Controls and Sanctions list of restricted parties, (ii). will not knowingly export or reexport the Technology (or any result therefrom) directly or indirectly, to any country or a foreign national of a country in violation of any such Export Controls and Sanctions and (iii). will not engage in activities that would cause us or our affiliates to be in violation of Export Controls and Sanctions.

 

9.4. Audit. If you are a business, company, or organization, UiPath may, at its expense, verify that your use, access, installation, or deployment of the Services comply with the ToU. Upon request, you will provide UiPath with details and use reports of all your users. Additionally, no more than once every 12 (twelve) months, UiPath may perform the verifications onsite, either directly or by appointing a sub-contractor, and you agree to provide all the required assistance and support. If the verification discloses a non-conformity you will immediately address it. If there are any underpaid fees for payable Services which exceed 5% of the regular value thereof, then you will also pay for the audit costs.

 

9.5. Confidentiality Obligations. Parties or their affiliates may exchange information for the purpose of the ToU which will be deemed confidential if it’s marked confidential or would normally under the circumstances be considered as such (“CI”). CI does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. For example, the Services are considered UiPath’s CI. The receiving party will treat the CI with no less than reasonable care and will only use the CI for the purpose and for the duration of the relationship under the ToU. The receiving party may only disclose CI: (i) under a written and signed permission document from the disclosing party, or as necessary to comply with applicable law or valid order of a court of law or other governmental body, only if the receiving party promptly notifies the disclosing party of the required disclosure and provides assistance to prevent or limit the disclosure or (ii) to its affiliates, employees, agents, investors or professional advisors, who need to know the CI for the purposes of these ToU and who are bound by confidentiality obligations at least as restrictive as in this section. UiPath may disclose your CI without notice if it reasonably believes necessary to protect the rights or safety of UiPath, its customers, partners, or the public.

 

9.6. Data Use. UiPath or its Affiliates may also collect and analyze diagnostic, technical, error reports, crash dumps, usage and other telemetry data from Customer’s devices and Customer grants them a worldwide, transferable, royalty-free right to access, use and process such data for the purpose of providing and updating the Services, offering support and addressing technical issues.

 

9.7. Customer Content. UiPath or its affiliates may use Customer Content and information derived from Customer’s use of the Software as set forth below, provided that UiPath will anonymize and aggregate such Customer Content and information for the purpose:

 

(i). product improvement and development of new products and services;

(ii). improving resource allocation and support;

(iii). internal demand and product planning;

(iv). training and developing machine learning algorithms;

(v). improving product performance;

(vi). verification of security and data integrity;

(vii). identification of industry trends and developments, creation of indices and anonymous benchmarking.

 

9.8. Report Abuse. If you suspect a breach of the ToU, you can let us know at contractnotice@uipath.com, with the subject: “Report Abuse Terms of Use” and by including at least the following:

 

(i). physical or electronic signature of the owner of an exclusive right allegedly infringed or his authorized representative;

(ii). brief description of the breach (plus link to the account of the breaching user and the relevant materials);

(iii). name, address, telephone number, and email address of the complaining party;

(iv). statement that the complaining party has a good faith belief that use of the material in the manner complained of is not lawful or authorized by the copyright owner or its agent; and

(v). statement declaring that the information in the notification is accurate and, under penalty of perjury, that the complaining party is either the owner of, or, authorized representative of the owner of, an exclusive right that is allegedly infringed,

and if UiPath finds the allegations to be correct, it may remove the offending content, warn the user who posted the Content, and/or temporarily or permanently suspend or disable that user’s account.

 

10. Entity and Dispute Resolution

 

10.1. Governing Law. This Agreement is governed by the laws indicated below, depending on your domicile/headquarters, without regard to conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement.

 

10.2. Amicable settlement. Parties agree, as a prior condition for any claim, to settle amicably any dispute arising out of or relating to this Agreement within 90 days from the applicable notice. To the maximum extent permitted by applicable law, the party not complying with this section, will cover, as applicable, the litigation of arbitration costs of the other party, irrespective of the outcome.

 

10.3. Arbitration Agreement for Customers in NAMER. Subject to amicable settlement, if you are established in NAMER, disputes shall be exclusively and finally settled by arbitration in English, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award will be in accordance with the Governing Law and state the reasons upon which it is based. However, either party may seek injunctive relief to prevent irreparable harm or to enjoin any intellectual property rights misuse in front of the competent courts.

 

10.4. Venue. Parties hereby accept the exclusive jurisdiction of the competent courts of the Venue indicated below and irrevocably waive any objection and defence (including, any defence of an inconvenient forum) which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.

 

Customer UiPath Entity Governing Law Venue
United States of America, Canada or Mexico (NAMER) UiPath Inc., at 90 Park Avenue, 20th floor, 10016 New York, New York, United States New York law New York, State of New York, United States of America
India UiPath Robotic Process Automation India Private Limited, at 7th floor, Prestige Trade Tower, 46, Palace Road, Sampangi Rama Nagar, Bangalore, Bangalore, Karnataka, India, 560001 Indian Law Bangalore, India
Rest of the world UiPath SRL, at 4 Vasile Alecsandri Str. and 11 Daniel Constantin Str., Building A, floors 5 and 6, District 1, 010639 Bucharest, Romania Romanian law Bucharest, Romania

10.5. Statute of Limitation. To the extent permitted by applicable law, any cause of action arising out of or related to the use of the Services or the ToU must be filed within one (1) year after such cause of action arose. Any cause of action which is not filed within such period will be precluded by this provision is permanently barred.

 

11. Termination

 

11.1. Term. The ToU are effective, in respect of each set of Specific Terms, from the date the Customer accesses or installs the associated Services for the entire duration of the license term indicated by UiPath and until terminated in accordance herein. Upon termination you must delete all copies of the Software or any output of the Services, at your expense.

 

11.2. Termination for convenience. You may stop using the Services and terminate your account at any time, however this will not relieve you of any obligation to pay any outstanding fees (if applicable). We may also terminate your use of the free Services at any time, including if we choose to discontinue the Services. In respect of paid Services, we will provide you with reasonable notice in advance.

 

11.3. Material termination. We may immediately and without notice terminate, suspend your right to use and access the Services, or delete your account, if: (i). we have a reasonable suspicion that you have breached or attempted breach these ToU or the applicable law; (ii). provision of the Services is deemed unlawful or infringes any third-party right; (iii). if applicable, you fail to pay the Services fees in due time; (iv). there has been an extended period of inactivity in your free account, or as otherwise regulated under the Specific Terms.

 

12. General

 

12.1. Entire Agreement and Interpretation. In case of inconsistencies between the General Terms of Use and any Specific Terms, the latter will prevail. UiPath, its licensors and their affiliates reserve all rights not expressly granted in the ToU. UiPath affiliates, its licensors and their affiliates are third-party beneficiaries of the ToU and are entitled to enforce them.

 

12.2. Change of Control. You must notify us with 30 days prior to you or your affiliates (i). being acquired by, selling substantially all of the assets to, merging with, or changing the control in favour of, a direct competitor of ours, or (ii). changing your main object of activity into a business competing with us.

 

12.3. Non-Assignment. You may not assign or otherwise transfer these ToU or your rights and obligations under the ToU, in whole or in part, without UiPath’s written consent and any such attempt will be void. UiPath may transfer its rights under these ToU to a third party, in which case these ToU will be updated and made available on the UiPath website.

 

12.4. Publicity. If you’re a legal entity, you hereby grant UiPath a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwise use your trademarks, service marks and logos in our marketing materials, for the purpose of promoting our Services and events. Subject to these ToU and solely subject to compliance with UiPath’s Trademark & Copyright Use Policy and UiPath’s requirements, you may use the appropriate UiPath names, logos and trademarks. You must promptly cease any use of UiPath trademarks identified by UiPath as problematic. You also agree not to contest the validity of ownership of any UiPath trademarks. All goodwill arising from use of UiPath’s trademarks inures to UiPath.

 

12.5. UNUSUAL CLAUSES. YOU HEREBY EXPRESSLY ACKNOWLEDGE AND ACCEPT THE PROVISIONS OF THE FOLLOWING SECTIONS AND THE CLAUSES CONTAINED THEREIN: BINDING AGREEMENT, IMPORTANT, LICENSE AND IP RIGHTS, CONTENT, PRIVACY AND SECURITY, FEES AND REFUNDS, WARRANTY AND LIABILITY, TERMINATION, COMPLIANCE, REPORT ABUSE, CHOICE OF LAW AND DISPUTE RESOLUTION.

 

12.6. Survival. Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of the Agreement will survive any termination hereunder (whether or not so expressly stated).

 

We reserve the right to update the ToU on www.uipath.com at any time without prior written notice. Last update made on: 29.09.2020.

Specific Terms for Community

These Specific Terms for Community are read together with the General Terms of Use and Policies (available on our website) and together (“ToU”) form a legally binding contract between you (also referred as the “Customer”) and UiPath. All capitalized terms have the meaning ascribed to them in the ToU, unless otherwise defined herein.

 

1. 1. Purpose.

 

Products” or “Software” are notions used herein to refer to products made available by UiPath under the Community Edition and includes any output and result of any sample documents ran or used with a product for the purpose of enhancing or training the product. Customer here refers to (i) any individual, (ii) any organization that, together with its affiliates, collectively have (a) less than 250 physical or virtual machines or users and (b) less than the equivalent of USD 5 (five) million in annual revenues (“Small Team”), and (iii) any organization that, together with its Affiliates, collectively exceed the limitations set herein for a Small Team (“Large Team”).

 

2. License and IP Rights

 

2.1. License. Subject to Customer’s continuous compliance hereunder and during the licensing term indicated by UiPath, UiPath grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Products, under and in the limits of the licensing plans listed below.

 

2.2. Community Edition Plan. Products are available under the following licensing plans:

 

(i) individuals and Small Teams may use the Products for their internal business purposes.

(ii) Large Teams may use the Products only to test and evaluate their suitability and for non-profit purposes (e.g. education, hackathons, individual or institutional research, internal trainings).

 

3. LIMITED WARRANTIES

 

3.1. Disclaimer. Customer acknowledges that Products may (i) substantially differ from commercially released versions and may be changed/discontinued at any time; (ii) have lower standards of availability, reliability and could have functionality defects or blocker(s); (iii) receive automatic updates, which may not be prevented; (iv) be subject to specific limitations, as indicated by UiPath; and that (vi) UiPath is under no obligation to provide any support and Customer may ask for support on the forum we maintain for our community.

 

4. Data

 

4.1. Customer Data. In respect of Customer’s information imported within, or used with, the Products, Customer acknowledges that: (i) Customer carries the entire liability and is responsible for having in place all needed safeguards to protect the integrity of the information; (ii) 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 to any such information provided by Customer; (iii) UiPath reserves the right to delete all Customer Data in a Product if the Customer fails to use that Product for more than 90 (ninety) consecutive days.

 

4.2. DPA. If during the performance of these ToU, UiPath is acting as data processor on Customer’s behalf according to GDPR, the data processing agreement (DPA) available on UiPath’s website will apply.

 

5. Survival.

 

The following sections shall survive termination hereunder: Limited Warranties, Survival.

 

We reserve the right to update the ToU on www.uipath.com at any time without prior written notice. Last update made on: 20.07.2020.

Specific Terms for Connect

These Specific Terms are read with the General Terms of Use and the Policies and together (“ToU”) govern the use of UiPath Connect. Any capitalized items not defined herein have the meaning given to them in the General Terms of Use. “you” refers to any user of UiPath Connect. By accessing the Service, you accept the ToU and represent that you have full capacity and authority to do so.

 

UiPath Connect

 

UiPath Connect is a network of passionate people and companies accelerating an automated world. UiPath Connect enables users to create and publish text, applications, software code, video, audio and other type of material, together with the applicable documentation (“Content”, as defined in the ToU). All references to “Service” in the General Terms of Use and here will include “UiPath Connect”.

 

License

 

UiPath’s license to you. UiPath grants you a right to use the Service under a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, for the purpose of creating and publishing Content, but only as permitted through the UiPath Connect Publishing Guidelines. In case of any discrepancy between the ToU and the Publishing Guidelines, the ToU will prevail.

 

License grant to end users. You license your Content to end users and you must provide your own terms of use (indicating at least the (i) licensing conditions and term; (ii) applicable warranties; (iii) details on support; (iv) applicable fees, and (v) a freely accessible privacy policy) with any Content you upload to UiPath Connect (“Content Terms”). Content Terms must comply and be consistent with the ToU. You agree that UiPath does not and will not have any responsibility related to compliance or non-compliance by you or any end user under your Content Terms. UiPath disclaims all liability with respect to any choice of license or any Content published by you.

 

License grant to UiPath. You hereby grant UiPath, during the Term, a non-exclusive, worldwide right and license to: (a) make available (including via download) your Content through UiPath Connect Marketplace to end users, by all means of electronic distribution available now or in the future; (b) to use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, and publicly display and perform the Content (or relevant excerpts) in any and all digital and other formats for promotional purposes in connection with UiPath Connect and listings of your Content; (c) to use, store, copy and distribute your Content for (i) testing and evaluation (for interoperability and security purposes) conducted by UiPath, (ii) for purposes of exercising UiPath’s rights and fulfilling UiPath’s obligations hereunder, (iii) for purposes of enforcing the ToU and Publishing Guidelines, and (iv) for UiPath’s own business purposes internally, within the scope for which the Content’s use is reasonably intended. The license granted in the preceding paragraph include the rights to distribute, promote and make available new versions of your Content to end users, including the right (as described in the Term and Termination section below) to continue to retain and make available your Content to existing end users after the Term, and are granted under all applicable intellectual property rights (including patent rights).

 

Ownership

 

UiPath and its third-party licensors retain all ownership and other rights in the UiPath Content, including all intellectual property rights. If not otherwise expressly mentioned by UiPath, Content published by UiPath will be subject to the OPLA.

 

Feedback

 

Providing feedback, comments or suggestions about the UiPath Content is voluntary. By providing feedback, you grant UiPath a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit your feedback (including any ideas, concepts, methods, know-how or techniques embodied in it) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.

 

Publishing Guidelines

 

When publishing or managing your Content you must comply with our guidelines available here (or successor website). If you host your Content on third-party websites, repositories, services or applications third party terms and conditions may apply to you. Such terms and conditions will not be enforceable against UiPath. Your Content will be available to UiPath and end users subject to review and approval by UiPath.

 

UiPath reserves the right to reject the publishing of your Content at its own discretion and for any reason. UiPath may make changes to, remove, omit or discontinue any Content, at any time, and without notice, including for negative reviews, complaints or outdated content. The placement and positioning of any Content is solely at the discretion of UiPath and may be changed at any time without notice.

 

UiPath has implemented an automated method of detecting spam messages. This will allow UiPath to automatically detect and flag any user that is misusing the messaging feature of UiPath Connect. Based on this mechanism, UiPath reserves the right to take further action and to decide, at its sole discretion, to delete or suspend your account.

 

You acknowledge that, if during the provision of the Services UiPath will be acting as data processor on your behalf according to GDPR, the following Data Processing Agreement will apply: https://www.uipath.com/hubfs/legalspot/UiPath.DPA_Connect.pdf

 

Your Warranties and Indemnification

 

By publishing Content, you represent and warrant that:

 

(i). you have all the necessary rights and permissions to grant UiPath the rights granted under the ToU, and to publish the Content and allow contribution in accordance herein;

(ii). you comply with and ensure your Content complies with, the ToU and the Content Terms;

(iii). you will perform security and functional testing on your Content and, upon request, you will provide proof of compliance with the ToU.

 

You are solely responsible for your Content and will indemnify UiPath, its affiliates, licensors and employees for any damage arising out of, or in connection with, the Content. If you have a dispute with any end users, you agree to release and indemnify UiPath, its affiliates, licensors and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

 

Specific Warranty Disclaimer

 

In respect of any user generated Content, your relationship is directly with the respective Content creator. You agree that UiPath, its affiliates and its licensors are not responsible for Content made available by end users of UiPath Connect.

 

UiPath may but does not have an obligation to review any user generated Content and does not provide any warranty for such Content. User generated Content Terms are not binding on UiPath. Nonetheless, as a third-party beneficiary of the agreement between you and other users, UiPath will have the right (and will be deemed to have accepted the right) to enforce that agreement against you as a third-party beneficiary.

 

Your Content Terms do not modify or affect the ToU. It is not UiPath’s responsibility to enforce your Content Terms.

 

Term and Termination

 

The term of these Specific Terms (the “Term”) will begin on the date you agree to it in the manner set forth in the first paragraph hereinabove and will continue until you or UiPath terminates it in accordance with the ToU.

 

Following any termination of these Specific Terms or withdrawal of your Content from UiPath Connect, (i) in UiPath’s discretion, UiPath will use reasonable efforts to take down the listing for your Content within forty-five (45) days after the effective date of termination (or, if specified by UiPath, within the same period after notice of termination). UiPath may also retain copies of your Content after termination of these Specific Terms, or withdrawal of your Content, for its own record-keeping purposes.

 

Unless otherwise specified by UiPath, all end user licenses and subscriptions to your Content (including any related support or maintenance periods) will survive termination or expiration of these Specific Terms, in accordance with the Content Terms. If listed Content is removed from UiPath Connect following termination of the agreement with you, other users must obtain licenses directly from you.

 

Trademarks

 

Subject to the ToU, you may use the appropriate UiPath names, logos and trademarks as designated in the UiPath Trademark & Copyright Use Policy to promote your Content as compatible with the relevant UiPath Products.

 

UiPath may use your name, logos and other trademarks to identify you as an UiPath Connect content creator and to promote your Content and UiPath Products and Services, in accordance with the ToU.

 

UNUSUAL CLAUSES

 

You hereby expressly acknowledge and accept the provisions of the following sections of these Specific Terms: LICENSE, OWNERSHIP, FEEDBACK, PUBLISHING GUIDELINES, YOUR WARRANTIES AND INDEMNIFICATION, SPECIFIC WARRANTY DISCLAIMER, TERM AND TERMINATION.

 

We reserve the right to update the ToU on https://www.uipath.com at any time without prior written notice.
Last update made on: 18.02.2020.

Specific Terms for Learning

These Specific Terms for Learning are read with the General Terms of Use and the Policies and together (“ToU”) govern the use of our Services and Products in UiPath’s learning environments (“UiPath Learning”).

 

“you” refers to, as applicable, UiPath customers, partners (including training partners) and employees, industry audience, educational institutions, governmental authorities and any other beneficiary of this Service, including the Entity on behalf of which you register and any of its end users (“End Users”). Any capitalized items not defined herein have the meaning given to them in the General Terms of Use.

 

Entities enrolled in UiPath’s Academic Alliance Program are subject to the specific requirements detailed below. Please read these Specific Terms carefully and contact us at legal@uipath.com if you have any questions.

 

License

 

Using any element of UiPath Learning for training purposes will be subject to the UiPath trial terms available on UiPath’s website.

 

Subject to your compliance with these Specific Terms, UiPath provides you a right to access, register for, view and use the Content of UiPath Learning under a limited, non-exclusive, non-transferable and revocable license, only in accordance with your role and with any conditions or restrictions associated with a particular feature of UiPath Learning. All other uses are expressly prohibited. Except if expressly stated otherwise in the ToU, you may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any part of UiPath Learning unless you have been granted explicit permission to do so in a written agreement signed by an authorized UiPath representative. This also applies to Content you can access via any of our APIs.

 

In addition to the license grant above, Entities in the Academic Alliance Program are granted the additional rights to: (i) reproduce a reasonable number of copies of the Content and deliver it to students, subject to the restrictions in the UiPath trial terms, and (ii) display and internally distribute the Content to students taking the courses, provided that such Content retains all proprietary markings of UiPath. Subject to this license, Entities in the Academic Alliance Program may create any outputs, including but not limited to any software programs, artifacts, charts or workflow diagrams (collectively "Development Outputs"), test and execute them in non-production environments. Entities in the Academic Alliance Program retain all intellectual property rights in the Development Outputs resulting from their use of the UiPath Learning Content, in accordance with these Specific Terms.

 

Entities in the Academic Alliance Program exclusively assign to UiPath all rights, including all intellectual property rights, in the processes, know - how, experience, source code, technology, products or materials resulting from their students’ use of the UiPath Learning Content (“Academic Materials”). UiPath grants Entities in the Academic Alliance Program a license, transferable only to their students, to use the Academic Materials exclusively for academic purposes, during their enrollment with the Entity.

 

Conditions and Restrictions

 

To access the Services, you must follow the guidelines and fulfill the requirements available on the Service landing page (including the Training Page and Certifications Page), as well as UiPath’s Acceptable Use Policy.

 

If you receive any Content of UiPath Learning for internal training purposes in SCORM format undertake to deliver to UiPath, at scormreports@uipath.com, upon UiPath’s request or within fifteen (15) calendar days after the last day of each calendar month during your use of UiPath Learning, a report, in electronic format, containing the following information: (a) full legal name of the Entity; (b) User ID (or similar identifier determining the number of users per course and their progress); (c) Country where End Users are located; (d) Course name; (e) Completion status (Enrolled/InProgress/Completed); (f) Course progression (in %); (g) Course start date; (h) Course completion date; (i) Final quiz score (for SCORM packages set to trace completion based on a quiz score).

 

Using any UiPath Content in SCORM format without fulfilling the obligation above may trigger the suspension of your access to UiPath Learning. Entities in the Academic Alliance Program can be exempted from this reporting obligation upon request.

 

Warranties

You warrant that you will not engage in any activity that would require UiPath to obtain licenses from or pay royalties to any third party.

 

Entities that wish to join UiPath’s Academic Alliance Program Entities warrant they are able to:

 

  • ensure the Content is delivered to students by qualified educators having completed the readiness curriculum made available by UiPath (which may include self-learning courses, study material, page-turn sessions, in-person or live workshops) and who remain up to date with the Content provided by UiPath upon the release of new Services or Products
  • assign and identify at least one qualified educator on staff who will learn, develop expertise and deliver courses
  • run at least one course in a calendar year, to the quality standards and in accordance with all other requirements stated in these Specific Terms
  • ensure they only use the latest version of the Products and maintain the licenses updated
  • obtain all relevant consents required under the applicable laws to be able to monitor the progress of students using UiPath Learning and for students to be able to create UiPath accounts, including parental consents

 

You shall be solely responsible for fulfilling the terms of any agreement between you, your employees and your End Users, and UiPath shall not be obligated to perform, or be deemed liable for the nonperformance of any of your obligations thereunder.

 

Publicity

 

You authorize UiPath to publicly identify them, you, as applicable, as beneficiary of UiPath Learning, and to include your name and logo on UiPath's website, online platforms and on any promotional materials. Entities are authorized to use UiPath’s trademarks and logos in UiPath Learning for delivering the Content to End Users, in accordance with UiPath’s Trademark and Copyright Use Policy, and, where applicable, to promote UiPath’s Academic Alliance Program.

 

You must request prior consent from UiPath before making any statement related to UiPath, UiPath Learning or the Academic Alliance Program in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of UiPath Learning.

 

Guidelines for End Users

 

Any Entity accepting these Specific Terms undertakes to provide End Users with all relevant information contained herein, in the General Terms of Use and the Policies applicable to UiPath Learning referenced therein.

 

Some elements of UiPath Learning may be downloaded to your computer, phone or other device. By using UiPath Learning you confirm the acceptance of these Specific Terms, including those referenced herein.

 

Pricing and Payments

 

The Content on UiPath Learning is currently free. You will be notified in advance about any change in pricing and payments.

 

UiPath’s training partners may offer courses for a charge. Any questions or disputes related to payment will be settled directly between you and the relevant training partner.

 

Export control

 

You acknowledge the Content of UiPath Learning may be subject to export control regulations and sanctions including U.S. economic sanctions, European Commission regulations, United Nations Security Council resolutions, and other similar national or international regulations (Export Controls and Sanctions). You represent that you or your End Users (i). are not named on any Export Controls and Sanctions list of restricted parties, (ii). will not knowingly export, reexport or transfer the UiPath Learning Content (or any result therefrom) directly or indirectly, to any country or a foreign national of a country in violation of any such Export Controls and Sanctions and (iii). will not engage in activities that would cause UiPath to be in violation of Export Controls and Sanctions.

 

UNUSUAL CLAUSES

 

You hereby expressly acknowledge and accept the provisions of the following sections of these Specific Terms: LICENSE, CONDITIONS AND RESTRICTIONS, WARRANTIES, PUBLICITY, GUIDELINES FOR END USERS, EXPORT CONTROL.

 

We reserve the right to update the ToU on https://www.uipath.com at any time without prior written notice.
Last update made on: 17.12.2019.

Specific Terms for Mobile Orchestrator

These Specific Terms are read with the General Terms of Use and the Policies and together (“ToU”) govern the use of the UiPath Orchestrator mobile application (the “Application”). Any capitalized items not defined herein have the meaning given to them in the General Terms of Use. From the moment you download the application we assume you have accepted the ToU, and you represent that you have full capacity and authority to use the Application.

 

Application

 

The Application enables you to remotely access and operate the UiPath Orchestrator (a component of the UiPath Platform), licensed separately to you by UiPath. You may only use the Application if you or your company have a valid UiPath license agreement for the use of the UiPath Orchestrator. You will find information about obtaining a license for the UiPath Orchestrator on UiPath’s official website (https://www.uipath.com/).

 

License

 

UiPath grants you a right to install and use the Application under a limited, non-exclusive, non-transferable, non-sublicensable and revocable license.

 

Privacy and Data Use Consent

 

UiPath will not collect any personal identifiable information (“PII”) about you by way of the Application. UiPath will collect only aggregated technical information, such as device type, usage data, active sessions or crash reports. You agree that UiPath and its subsidiaries may collect and use the aggregated technical information gathered as part of the Application support services provided, if any, related to the Application and the UiPath Orchestrator. UiPath may use this information in its discretion to improve the Application or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.

 

The Application displays existing information via an Application Programming Interface (“API”) that does not collect information regarding your mobile device usage. To use the Application securely, you can enable biometric authentication on your mobile device, such as Touch ID or Face ID on iOS and Fingerprint or SmartLock on Android. Biometric data, your username or log- in credentials may be stored on your device and may be processed by third parties such as device manufacturers, operating system providers or Marketplace Providers. The processing of your data by these categories of data controllers is subject to their applicable privacy policies which we encourage you read. If you have further questions on how and if your PII is processed please contact your company, or UiPath at privacy@uipath.com.

 

The Application may allow you to send information related to Orchestrator processes (such as e.g., Process Name, Environment Name, Robot Name, Source etc.) to your contacts through third-party websites, apps or other products and services. Please note such information may be confidential so make sure you only share data with persons authorized by your company to have access to these types of information. You are solely responsible for the shared information and its use. Any information shared publicly may no longer be considered confidential and you will be solely liable for any breach of confidentiality or non-disclosure agreements you or your company are part of.

 

We reserve the right to update the ToU on https://www.uipath.com at any time without prior written notice.
Last update made on: 17.12.2019.

Specific Terms for Preview

These Specific Terms for Preview are read together with the General Terms of Use and Policies (available on our website) and together (“ToU”) form a legally binding contract between you (also referred as the “Customer”) and UiPath. All capitalized terms have the meaning ascribed to them in the General Terms of Use, unless otherwise defined herein.

 

1. Purpose and Context

 

1.1 Purpose. “Products” or “Software” are notions used herein to refer to alpha or beta products or products made available by UiPath under the Insider Preview Program (under Private Preview or Public Preview) and includes any output and result of any sample documents ran or used with a product for the purpose of enhancing or training the product.

 

1.2 Stages of Release. When releasing new products and providing updates and new features to its current products, UiPath makes them available within several phases, including as part of preview programs, to give our customers the opportunity to evaluate and understand the novelties before they become generally available. The release stages are:

 

(i) Private Preview – during this phase, we invite a few customers to take part in early access to new concepts and features; this phase includes product teams working with you closely to resolve issues but does not include formal support.

(ii) Public Preview – during this phase, we allow any customer to evaluate the new features; the product teams will work with you to resolve issues, but formal support and service level agreements do not apply.

(iii) Generally Available (GA) – after the public preview is completed, we might open the feature for enterprise licensing, with official support via all UiPath support channels. Additional terms and conditions apply.

 

2. License and IP Rights

 

2.1 License. Subject to Customer’s continuous compliance hereunder and during the limited license term indicated by UiPath, UiPath grants the Customer, a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Products, solely for non-production and non-commercial purposes and limited to internal evaluation and testing.

 

3. WARRANTY DISCLAIMER. We want to be transparent with you and let you know that, while we work our best to develop state of the art products and provide quality services, when it comes to early access, alpha, beta or preview Products, there are a few things you need to be aware of:

 

(a) UiPath is not bound to provide the Products and we may change or discontinue them at any time without notice;

(b) these Products may be substantially different from any commercially released versions and may have different standards of security, privacy, availability, accessibility or reliability;

(c) there could be functionality defects and potential blocker(s) requiring workarounds which we might not be able to provide;

(d) we may issue automatic updates of the Products, which you may not be able to prevent or disable;

(e) Products may be subject to specific limitations, as indicated by UiPath;

(f) we advise you, as a best practice, to frequently back-up your data before installing or accessing the Products on your device(s) and to take precautions as to avoid any loss of data when the Products will no longer be available;

(g) we cannot undertake to provide any support for the Products, or any associated services and Customer may ask for support on the forum we maintain for our community.

 

4. DATA

4.1 No PII or PHI. Due to the early stage of the Products, UiPath prohibits any use of PII or PHI with the Products hereunder and UiPath will accept no liability thereof. If the Customer shares any information (such as data or sample documents) with UiPath, Customer will obfuscate it in order to filter and remove all PII or PHI. Customer acknowledges that, 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 to any such information provided by Customer.

 

SURVIVAL

 

The following sections shall survive termination hereunder: Assistance and Sample Documents, Warranty Disclaimer, Survival.

 

We reserve the right to update the ToU on https://www.uipath.com at any time without prior written notice.
Last update made on: 20.07.2020.

Specific Terms for Trial

These Specific Terms for Trial are read together with the General Terms of Use and Policies (available on our website) and together (“ToU”) form a legally binding contract between you (also referred as the “Customer”) and UiPath. All capitalized terms have the meaning ascribed to them in the ToU, unless otherwise defined herein.

 

1. Purpose.

 

Products” or “Software” are notions used herein to refer to products made available by UiPath for trial purposes and includes any output and result of any sample documents ran or used with a product for the purpose of enhancing or training the product.

 

2. License

 

2.1. License. Subject to Customer’s continuous compliance with the terms hereunder and during the licensing term indicated by UiPath, UiPath grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Products, for the purpose of testing the suitability for Customer’s internal business.

 

3. LIMITED WARRANTIES

 

3.1. Disclaimer. Customer acknowledges that Products may (i) substantially differ from commercially released versions and may be changed/discontinued at any time; (ii) have lower standards of availability, reliability and could have functionality defects or blocker(s); (iii) receive automatic updates, which may not be prevented; (iv) be subject to specific limitations, as indicated by UiPath; and that (vi) UiPath is under no obligation to provide any support and Customer may ask for support on the forum we maintain for our community.

 

3.2. Customer Warranties. In addition to the warranties in the General Terms of Use, Customer warrants that (i) it has all the required rights in relation to any third-party software or products as to allow performance of any changes, alterations or integrations that the Customers makes or has made and (ii) if it makes the Products available to its clients, Customer will limit the availability to the scope hereunder and will add in its clients’ provisions, obligations on its clients consistent with the obligations imposed on the Customer under these ToU.

 

4. Data

 

4.1. Customer Data. In respect of Customer’s information (including any Confidential Information or PII) imported within, or used with, the Products, Customer acknowledges that: (i) Customer carries the entire liability and is responsible for having in place all needed safeguards to protect the integrity of the information; and (ii) Customer’s information may be lost and may not be recovered after the end of the trial license term hereunder, unless the Customer purchases an enterprise license for the relevant Products by the end of the trial license term and instructs UiPath on the maintenance of its information. Customer acknowledges that, 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 to information or sample documents provided by Customer.

 

4.2. DPA. If during the performance of these ToU, UiPath is acting as data processor on Customer’s behalf according to GDPR, the data processing agreement (DPA) available on UiPath’s website will apply.

 

5. Survival.

 

The following sections shall survive termination hereunder: Limited Warranties, Survival.

 

We reserve the right to update the ToU on https://www.uipath.com at any time without prior written notice.
Last update made on: 20.07.2020.

 




UiPath (“ we ”, “ our ” or “ us ”) refers to UiPath SRL headquartered at 4 Vasile Alecsandri Str. and 11 Daniel Constantin Str., Building A, floors 5 and 6, District 1, Bucharest 010639, Romania and UiPath Inc. with its principal place of business: 90 Park Ave 20th floor, New York, NY 10016, USA and all of their affiliates.