The platform used for the deployment of ATS.robot is from UiPath. Below are the Platform's license terms. Note that Uipath offers a temporary version for testing.
Understand the license terms
This section describes the terms that govern the relationship between you and UiPath, depending on the Product you are using. UiPath encourages you to take a moment to read the terms to ensure you have a complete understanding of the principles that guide your use of the Products.
For full terms and documentation regarding the "UiPath Robot Temporary Community License", click here!
Business Products
The business agreement between UiPath and Customer will apply to Customer's use of Paid Products and supersedes any other license terms set forth herein in relation to such Paid Products.
Non-business or free products
Non-business products or services are subject to the General Terms of Use and their Specific Terms, as applicable, unless otherwise expressly agreed in writing with UiPath.
Important! For an easier user experience, we have consolidated our Specific Terms for Viewing and Specific Terms for Testing into one comprehensive Master Evaluation Agreement.
BINDING AGREEMENT
The Terms of Use are a binding agreement between you and UiPath (referred to as the “parties”) and govern your use of our Services. From the moment you access the Services, we assume you have accepted the ToU, so please be sure to read them in advance. We assign 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 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 its affiliates and equivalent employees or contractors.
“Content” means text, images, videos, audio, algorithms, software or other information from a party.
“IP Rights” means patents, invention rights, copyrights and related rights, trademarks, trade names, domain names, rights in computer software and databases, know-how, appearance and any other intellectual property rights or rights of a similar nature, in each case registered or unregistered, and including all claims and rights to request and receive protection, renewals or extensions of such rights, as well as the right to claim priority thereon, and similar or equivalent rights or forms of protection that now or in the future exist in any part of the world, including as otherwise defined or regulated by applicable law.
"PII", which means any information relating to an identified or identifiable natural person, including any confidential data as defined by Regulation (EU) 2016/679 (GDPR) and other applicable privacy laws _d04a07d8 -9cd1-3239-9149-20813d6c673b_e "PHI" means information about the health status, provision or payment of medical care, which may be linked to an individual (as per the Health Insurance Portability and Accountability Act of 1996 (HIPAA) ). More details about our privacy and security practices are available on our trust portal.
"Services" or "Software" means UiPath or its 'affiliates' (i) websites, forums, services, products, software applications, courses, training, (ii) any enhancements, updates, patches and enhancements, (iii) any associated documentation (excluding any advertising or marketing materials) and (iv) other Content, and (v) any output and results (e.g. pre-trained models, model improvements, models or features) of sample documents executed or used _d04a07d8- 9cd1-3239-9149-20813d6c673b_com a product for the purpose of improving 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 Trusted Portal or within the Service, as amended by UiPath from time to time . For more details, please check our website, applicable FAQ 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, depending on its location; when referring to UiPath's rights in the ToU, we include all of 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 an entity's voting rights or equity interests).
2. Important
2.1. To use the Services, you must be at least 16 years of age and have full capacity to contract in accordance with your country of residence; other restrictions may apply to specific services. You may use the Services for yourself or for your similar employer/contractor (which we call here the Client) and if you sign up for the UiPath Services on behalf of the Client (e.g. using your business email at the time of registration) , UiPath assumes you have the relevant power and ability to do so and references to “you” will include both you as an individual and the Customer.
2.2. UiPath offers a wide variety of Software and each may come with its Specific Terms as prescribed on our website. In addition, enterprise software is subject to its 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 displaying it on our website or the Services, and the updated ToU will be effective thirty (30) days from the date of notice or as specified in the notice. If you continue to use the Services after any change, Uipath assumes that you have agreed to such change. Your only remedy for dissatisfaction here is to stop using the Services.
2.4. You may contact us using the following details (or as indicated in the relevant Service). We will contact you via your registration email or other email we find from public sources. Notice will be deemed received the next business day after submission.
Privacy: privacy@uipath.com
Compliance and Anti-Corruption: legal.compliance@uipath.com
Security: security.breach@uipath.com
Others: contractnotice@uipath.com or in accordance with the Specific Terms or Policies
3. IP License and Rights
3.1. Use license . UiPath agrees to provide you with the right to use the Services, under a limited, non-exclusive, non-transferable, non-sublicensable, revocable license in accordance with the applicable ToU.
3.2. IP Rights . Of course, each party retains the IP Rights to its own Content and Confidential Information. Except for any rights reserved to third parties, UiPath retains all right, title and interest, including any IP Rights in the Services. UiPath may acquire, license or independently develop any IP Rights and technology performing functions similar to the software / workflows developed by or for you.
3.3. Feedback . You grant UiPath, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid license to use, copy, modify, create derivative works from, distribute, perform publicly or display, make, have made, import, export, sell, rent or license copies of any feedback that you, in your sole discretion, may share with UiPath in any way, including orally, in writing or through documents. To the fullest extent permitted by law, you waive any rights in, or in relation to, any results, derivative works, or outputs of any nature (e.g., pre-trained models, model enhancements, models, or features) resulting from UiPath processing. or by modifying the feedback shared by you.
4. Content
4.1. The Services may 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 directed by UiPath. You grant UiPath, without compensation, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works from, distribute, perform or publicly display , make, make, import, export, copy your Content for the purpose of providing the Services.
4.2. Due to high activity on the Services, UiPath cannot review all Content and cannot guarantee that it will be free of (i). malware or contaminants that could harm your machine, or any files on it, or (ii). materials that you may find objectionable or inappropriate. UiPath disclaims any responsibility or liability relating to Third Party Content (including yours, for which you are solely responsible) 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 may share some PII with us strictly for performance purposes in accordance with the ToU, which we will handle in accordance with our Privacy Policy. For PII used with the Software running on servers managed by or on behalf of UiPath, you are responsible for informing your users or other data subjects of the processing of their PII with the UiPath Software in accordance with applicable laws.
5.2 Please remember that your use of the Services does not require PII and you should minimize your use of such data. You must not use any PHI with Software running on servers managed by or on behalf of UiPath. Except for users located in Greater China and only where the Specific Terms allow the use of PII, UiPath will act as a data processor on behalf of the Customer in accordance with GDPR and the data processing agreement (DPA) available on the Trust Portal if apply to.
5.3. Please remember that you are responsible for assessing compliance with your applicable privacy laws when using the UiPath Software or Services. When processing (accessing, receiving, disclosing, storing or otherwise using) PII, you are responsible for processing the PII lawfully, informing and, where relevant, obtaining consent from the data subject, in accordance with the GDPR and other privacy laws. applicable privacy policy.
6. Fees and Refunds
6.1. Certain Services may be subject to a fee as set out in the applicable Specific Terms. Unless otherwise expressly agreed by UiPath, all payments are due thirty (30) days from the invoice date. If you fail to pay, UiPath may collect the fees using alternative billing mechanisms. UiPath reserves the right to change its rates at any time in its sole discretion. Any change will be effective immediately upon posting on the relevant Services or its Specific Terms.
6.2 Except as expressly permitted by UiPath in writing or as explicitly stated as part of the application process for a Service or in a specific agreement, UiPath will not provide refunds or vouchers for any Services. In the event that 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 "AS IS" AND "AS AVAILABLE". NEITHER UIPATH, NOR ITS AFFILIATES, LICENSORS, SUPPLIERS, ITS OFFICERS, EMPLOYEES OR AGENTS ("UIPATH PARTIES") MAKE ANY WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) REGARDING THE SERVICES AND, TO THE EXTENT TO THE MAXIMUM BY APPLICABLE LAW, UIPATH SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING AVAILABILITY, TIME OF SERVICE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ABILITY OF THE SERVICES TO INTEGRATE OR INTEROPERATE WITH OTHER TECHNOLOGIES. UNPLANNED SYSTEM OUTRAGE MAY OCCUR AND UIPATH DOES NOT WARRANT THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR-FREE. UIPATH DISCLAIMS ALL RESPONSIBILITY FOR INJURY OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDER OR ANY THIRD PARTY CONTENT.
7.2. Your guarantees. You represent and warrant at all times that: (i) you have all necessary rights and titles to enter into the ToU and perform your obligations hereunder; (ii) you and your users will use the Software in strict compliance with the ToU and all applicable laws; (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 rights required with respect to any third party software or products to permit performance of any changes, alterations or integrations you make or have made (v) no part of your Content infringes or otherwise comes into conflict with third-party rights. You expressly agree that your use of the Services and Content is at your own risk.
8. Responsibility
8.1 EXCLUSIONS . To the fullest extent permitted by applicable law, in no event shall the UiPath Parties be liable for any SPECIAL, INDIRECT, MORAL, CONSEQUENTIAL, EXECUTIVE, INCIDENTAL, THE USE OR INABILITY TO USE THE SOFTWARE, MALFUNCTION OR FAILURE OF THE TIME SERVER, FAILURE OF THE SOFTWARE TO OPERATE ANY OTHER PROGRAMS, LOST PROFITS, REPUTATION, USE OR REVENUE, LOSS OR CORRUPTION OF DATA, OR BUSINESS INTERRUPTION, regardless of whether UiPath Party was aware of the likelihood of such damages occurring, and whether such liability is based in contract, tort, negligence, strict liability, product liability or otherwise. For the avoidance of doubt, under no circumstances can 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 out of,
8.2. Damage limitation. Your exclusive remedy against any UiPath Party, for each and every claim, action, suit and damages (individually and in the aggregate), including direct damages, arising out of or in connection with the ToU, and including where the warranty exclusions above are not valid or permitted by applicable law, is limited to the greater amount of (i) one hundred (100) US dollars or (ii) the amount of consideration you paid in the month during which the loss or breach occurred. These limitations and exclusions apply even if this feature does not fully compensate you for any losses and even if UiPath knew or should have known about the possibility of damages or the likelihood of them occurring.
8.3. indemnity. You will indemnify, defend and hold any UiPath Party harmless from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of, or in connection with, any claims based on (i). you and your users use or attempt to use the Services in violation of the ToU; (ii). your violation of applicable law or third party rights; 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 comply with the ToU, including the acceptable use policy available on our website. The Services may contain or may be ordered by third party components, including open source code, which are subject to their own terms and conditions as detailed on the UiPath website. If you use the Services in conjunction with data, products, services, platforms, etc. third parties, you must comply with the terms and conditions required by those third party providers, and you assume all risk of such use .
9.2. Third Party Access . You may only allow your users (which, if UiPath allows, will include your customers), use the Services and only for their direct beneficial business purpose, causing them to comply with the ToU and be responsible _d04a07d8-9cd1-3239-9149- 20813d6c673b_for your actions. Upon request, you will provide UiPath with details and usage reports for all your users.
9.3. Export Control . You acknowledge that the Services may be subject to export control sanctions and regulations, 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 assume that you, your affiliates or users (i). They are not included in any restricted party Export Controls and Sanctions list, (ii). You will not knowingly export or re-export the Technology (or any results thereof) directly or indirectly to any country or a foreign national of a country that violates any such Export Controls and Sanctions and (iii). will not engage in activities that could cause us or our affiliates to violate 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 complies with the ToU. Upon request, you will provide UiPath with details and usage reports for all your users. In addition, no more than once every twelve (12) months, UiPath may perform on-site verifications, either directly or by appointing a subcontractor, and you agree to provide all necessary assistance and support. If the check reveals a nonconformity, you will address it immediately. If there are unpaid fees for Services payable that exceed 5% of their normal value, you will also pay for the audit costs._cc781905-5cd6-badcf-3149-583-bbde-3149
9.5. Confidentiality Obligations . The parties or their affiliates may exchange information for the purposes of the ToU, which will be considered confidential if marked as confidential or would normally be considered confidential (“CI”). CI does not include information developed independently by the recipient, rightfully provided to the recipient by a third party without any confidentiality obligations, or made public through no fault of the recipient. For example, the Services are considered IC of UiPath. The receiving party will treat the IC with no less than reasonable care and will only use the IC for the purpose and duration of the relationship under the ToU. The receiving party may only disclose the CI: (i) under a written permission document signed by the disclosing party, or as necessary to comply with applicable law or valid order of a court or other governmental body, only if the receiving party notifies promptly to the disclosing party of necessary disclosure and provide assistance to avoid or limit disclosure or (ii) to its affiliates, employees, agents, investors or professional advisors, who need to know the IC for the purposes of this ToU and who are subject to confidentiality at least as restrictive as in this section. UiPath may disclose your CI without notice if it deems it reasonably necessary to protect the rights or safety of UiPath, its customers, partners or the public. only if the receiving party promptly notifies the disclosing party of the required disclosure and provides assistance to prevent or limit disclosure or (ii) its affiliates, employees, agents, investors or professional advisers, who need to know the IC for purposes of these ToU and that are subject to confidentiality obligations at least as stringent as in this section. UiPath may disclose your CI without notice if it deems it reasonably necessary to protect the rights or safety of UiPath, its customers, partners or the public. only if the receiving party promptly notifies the disclosing party of the required disclosure and provides assistance to prevent or limit disclosure or (ii) its affiliates, employees, agents, investors or professional advisers, who need to know the IC for purposes of these ToU and that are subject to confidentiality obligations at least as stringent as in this section. UiPath may disclose your CI without notice if it deems it reasonably necessary to protect the rights or safety of UiPath, its customers, partners or the public.
9.6. Data usage. UiPath or its Affiliates may also collect and analyze diagnostics, technical, error reports, memory 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, providing 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 anonymizes and aggregates such Customer Content and information for the purpose:
(I). product improvement and development of new products and services;
(ii). improve resource allocation and support;
(iii). internal demand and product planning;
(4). training and development of machine learning algorithms;
(v). improving product performance;
(saw). verification of data security and integrity;
(vii). identification of industry trends and developments, creation of indices and anonymous benchmarking.
9.8. Report abuse. If you suspect a violation of the ToU, you can let us know at contractnotice@uipath.com , with the subject: “Abuse Report Terms of Use” and including at least the following:
(I). physical or electronic signature of the holder of an exclusive right allegedly infringed or of its authorized representative;
(ii). brief description of the violation (plus a link to the violating user's account and relevant materials);
(iii). name, address, telephone number and email address of the complaining party;
(4). a statement that the complaining party has a good faith belief that use of the material in the manner complained of is unlawful or unauthorized by the copyright owner or its agent; and
(v). statement stating that the information in the notification is accurate and, under penalty of perjury, that the complaining party is the owner or authorized representative of the owner of an exclusive right allegedly infringed,
and if UiPath finds the allegations to be correct, it may remove the offending Content, notify 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. Applicable law. This Agreement is governed by the laws indicated below, depending on your domicile/headquarters, regardless of conflict 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. Friendly agreement. The parties agree, as a precondition to any claim, to amicably resolve any dispute arising out of or relating to this Agreement within 90 days of the applicable notice. To the maximum extent permitted by applicable law, the party that fails to comply with this section will, as applicable, cover the other party's litigation costs, regardless of the outcome.
10.3. Arbitration Agreement for Customers at NAMER . Subject to amicable agreement, if you are established with NAMER, disputes will be exclusively and definitively resolved by arbitration in English in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award will be made in accordance with Applicable Law and will indicate the reasons on which it is based. However, either party may seek injunctive relief to avoid irreparable damage or to prohibit any misuse of intellectual property rights before the competent courts.
10.4. Place . The parties accept the exclusive jurisdiction of the competent courts of the Location indicated below and irrevocably waive any objection and defense (including, any inconvenient forum defense) they may have to the bringing or maintenance of any claim. THE PARTIES KNOW, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO JUDGE BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
ClientEntity UiPathApplicable LawLocation
United States of America, Canada or Mexico (NAMER)UiPath Inc., at 90 Park Avenue, 20th Floor, 10016 New York, New York, United StatesNew York LawNew York, State of New York, United States of America
IndiaUiPath Robotic Process Automation India Private Limited, 7th Floor, Prestige Trade Tower, 46, Palace Road, Sampangi Rama Nagar, Bangalore, Bangalore, Karnataka, India, 560001Indian LawBangalore, India
Rest of the worldUiPath SRL, at 4 Vasile Alecsandri Str. and 11 Daniel Constantin Str., Building A, floors 5 and 6, District 1, 010639 Bucharest, RomaniaRomanian lawBucharest, Romania
10.5. Limitation status . To the extent permitted by applicable law, any cause of action arising out of or relating to the use of the Services or the ToU must be filed within one (1) year after the cause of action arises. Any cause of action not brought within such time frame will be excluded by this provision is permanently excluded.
11. Termination
11.1. term The ToU is effective, with respect to each set of Specific Terms, from the date Customer accesses or installs the associated Services for the entire duration of the license term indicated by UiPath and until terminated pursuant thereto. Upon termination, you must delete all copies of the Software or any exit from 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 decide to discontinue the Services. Regarding paid services, we will inform you in reasonable advance.
11.3. Termination of material. We may terminate immediately and without notice, suspend your right to use and access the Services, or delete your account if: (i). we reasonably suspect that you have violated or attempted to violate these ToU or applicable law; (ii). the provision of the Services is considered illegal or infringes any third party rights; (iii). if applicable, you fail to pay fees for the Services on time; (4). there has been a long period of inactivity on your free account or as governed by the Specific Terms.
12. General
12.1. Entire Agreement and Interpretation . In the event of inconsistencies between the General Terms of Use and any Specific Terms, the latter shall prevail. UiPath, its licensors and affiliates reserve all rights not expressly granted in the ToU. UiPath Affiliates, Licensees and Affiliates are third party beneficiaries of the ToU and have the right to enforce them.
12.2. Control change. You must give us 30 days advance notice to you or your affiliates (i). be acquired by selling substantially all of the assets to, merging with, or changing control in favor of a direct competitor of ours, or (ii). transform your main object of activity into a business that competes with us.
12.3. No 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 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. Advertising . If you are a legal entity, you grant UiPath a transferable, sublicensable, royalty-free, non-exclusive, worldwide, for the duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate in 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 the UiPath Copyright and Trademark Usage Policy and UiPath requirements, you may use the appropriate UiPath names, logos and trademarks. You must immediately 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 the use of UiPath's trademarks is valid for UiPath.
12.5. UNUSUAL CLAUSES . YOU EXPRESSLY ACKNOWLEDGE AND ACCEPT THE PROVISIONS OF THE FOLLOWING SECTIONS AND THE TERMS CONTAINED HEREIN: BINDING AGREEMENT, DISCLAIMER, LICENSE AND IP RIGHTS, CONTENT, PRIVACY AND SECURITY, FEES AND REFUNDS HEREIN CONTAINED: BINDING AGREEMENT, IMPORTANT, LICENSE AND RIGHTS IP, CONTENT, PRIVACY AND SECURITY, FEES AND REFUNDS, LIABILITY, WARRANTY AND LIABILITY, LIABILITY, RESPONSIBILITY AND RESPONSIBILITY AT LAW, AND DISPUTE RESOLUTION.
12.6. Survival. Any and all provisions which, 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 expressly stated).
UiPath reserves the right to update the ToU at www.uipath.com at any time without prior written notice. Last updated on: 29.09.2020.
Learn more about the terms of "temporary robot community license", policies and documentation. Click here!
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