UiPath Desktop licensing terms

These license terms are an agreement between DESKOVER SOFT and you.  Please read them.  They apply to the Software named above, which includes the media on which you received it, if any.  The terms also apply to any DESKOVER SOFT

•                  updates,

•                  supplements,

•                  Internet-based services, and

•                  support services

for this Software, unless other terms accompany those items.  If so, those terms apply.

BY USING THE Software, YOU ACCEPT THESE TERMS.  IF YOU DO NOT ACCEPT THEM, DO NOT INSTALL AND USE THE Software. AS DESCRIBED BELOW, USING SOME FEATURES ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION OF CERTAIN STANDARD COMPUTER INFORMATION FOR INTERNET-BASED SERVICES.

The Software contains the following:

(a) “Development Tools Software” which allows for configuration and development of automation software.

(b) “Execution run-time” which allows a device to run the automation software.

TRIAL USE RIGHTS and CONVERSION for UiPath Trial Edition.  If the Software is a trial edition, then this Section applies to you.  You may only use the trial Software for internal evaluation purposes.  For example, your trial rights do not include the right to deploy or distribute any workflows, programs or source code you design or develop with the Software for use in a production environment, except that you may deploy them internally solely to evaluate the Software.  You may convert your trial rights at any time to the full rights described in the rest of these license terms by purchasing a commercial license and obtaining a product key from DESKOVER SOFT or one of its distributors.  Your rights to use the trial Software are limited to thirty (30) days.

·                   Disclaimer of Warranty.  The Software is licensed “as-is.”  You bear the risk of using it.  DESKOVER SOFT gives no express warranties, guarantees or conditions.  You may have additional consumer rights under your local laws which this agreement cannot change.  To the extent permitted under your local laws, DESKOVER SOFT excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

·                   Because this Software is “as is,” we may not provide support services for it.

When you acquire the retail license of the Software named above, all of the license terms below apply.

1. Software License

1.1 License Grant.  Subject to the terms of this Agreement, DESKOVER SOFT hereby grants to you, and you accept, a non–exclusive, non–transferable license to install, copy, and use the Software (as defined herein) in executable, object code form only, as authorized below.  Subject to the terms and conditions set forth in this Agreement, DESKOVER SOFT hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, non-exclusive license (the “License”) to use the DESKOVER SOFT computer Software  identified as UiPath Desktop and any updates, upgrades, modifications and error corrections thereto provided to Licensee (the “Programs”) and any accompanying documentation (the “Documentation”, together with the Programs, collectively the “Software”) solely as specified in this Agreement.

1.2 Scope of Use.  The Software is licensed per machine. This means the Software may not be installed nor running at the same time on different computers. The computer on which the Software is installed can be used by multiple users as long as only 1 user is using the computer at a given time.

1.3 License limitations

1.3.1 You may not redistribute the Software, except the execution run-time as set forth in section 2 of this agreement.

1.3.2 The Software  and its constituent parts, such as any provided add-ons or other files, may not be reverse engineered, decompiled, disassembled or separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by you. 

1.3.3 You may not alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

1.3.4 You may not modify the Software or create derivative works based upon the Software.

1.3.5 You may not use the Software to create any product that directly or indirectly competes with the Software.

1.3.6 Unless otherwise provided herein, you may not rent, lease, or sublicense the Software. Unless otherwise expressly authorized in a separate written agreement between, and executed by, you and DESKOVER SOFT, you may not use, or permit the use of, the Software on a timeshare or service bureau basis. In addition, unless otherwise expressly authorized in a separate written agreement between, and executed by, you and DESKOVER SOFT, you may not host, on a subscription basis or otherwise, the Software to permit a third party to use the Software for any reason.

1.3.7 The Software may not be distributed for use with solutions or PACKAGED PRODUCTS. You may not use the DESKOVER SOFT product names, logos or trademarks to market your software.

1.3.8 You are not allowed to reverse engineer or to disassemble, decompile or "unlock", decode or otherwise reverse translate or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software provided in object code form only, subject to applicable law to the contrary.

1.3.9 You are not allowed to use, copy, modify, or merge copies of the Software or any accompanying documents except as permitted in this LICENSE.

1.3.10 As a condition to the exercise or your redistribution rights, you agree to indemnify, hold harmless, and defend DESKOVER SOFT and its licensors and their resellers from and against any and all claims or lawsuits including attorney's fees that arise or result from the use or distribution of your software.

1.3.11 Regardless of which version of the Software you have acquired, you may make one archival (backup) copy of the Software. The archival copy may not be used or installed as long as another copy of the Software is installed on any computer. Prior Versions of the Software may be installed on the same computer with a properly licensed current version of Software. A Prior Version may be used by a properly licensed user in place of the current version of the Software. The prior version is not an additional license of the Software; it may be used only as a substitute for the current version.

2. Execution run-time license

In order to run automation software, programs, workflows or source code created with the Software on other devices you need to redistribute the files located in “<<Software installation_directory>>\v7\UiPath” folder collectively known herein as CLIENT-RUNTIME. A execution run-time license is required as specified per each Software Edition.

2.1 License grant. Execution run-time Software license grants to you as an individual or entity a non-exclusive license to make and use copies of the execution run-time in the manner provided below. The rights granted under this Agreement are only effective upon payment of license fees and possession of the appropriate execution run-time Licenses. The execution run-time is licensed, not sold.

2.2 Scope of Use.You have the right to distribute and use the execution run-time on one machine. This means the Software may not be installed nor running at the same time on different computers. The computer on which the Software is installed can be used by multiple users as long as only 1 user is using the computer at a given time.

2.2.2 Server requirements.  If the machine where you use the execution run-time is a server you have to acquire a license for each user that uses the runtime in an interactive Windows session.

2.3 License limitation. You are not allowed to schedule, run, orchestrate or manage the automation workflows using a client management software suite like Microsoft System Center. You are not allowed to centralize reporting and logging from multiple automation workflows into a central location. Use UiPath Server product to get the workflow management platform.

3. Software Activation, Use of Data and License Metering

3.1 Software Activation.  The Software may use your internal network and internet connection for the purpose of transmitting license-related data at the time of installation, registration or update to a license server and validating the authenticity of the license-related data in order to protect DESKOVER SOFT and its licensors against unlicensed or illegal use of the Software and to improve customer service. Activation is based on the exchange of license related data between your computer and a license server. You agree that DESKOVER SOFT and its licensors may use these measures and you agree to follow any applicable requirements.

3.2 Use of Data.  By your acceptance of the terms of this LICENSE or use of the Software, you authorize the collection, use and disclosure of information collected by DESKOVER SOFT for the purposes provided for in this LICENSE.

3.3 License Metering. DESKOVER SOFT may use license metering software to help you avoid any unintentional violation of this LICENSE. The license metering software may use your internal network for license metering between installed versions of the Software.

4. Delivery

DESKOVER SOFT shall deliver to Licensee a master copy of the Software licensed hereunder in electronic files only.  Documentation shall also be provided in electronic format.

5. Term and Termination

5.1 Term and Termination.  This Agreement and the License granted hereunder shall last as long as you use the Software in compliance with this Agreement.  DESKOVER SOFT may terminate this Agreement and the License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement.  Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you shall immediately cease use and distribution of the Software.  You must also destroy all copies of the Software, and any product and company logos provided by DESKOVER SOFT in connection with this Agreement.

5.2 Additional Termination Rights of DESKOVER SOFT.  Unless otherwise prohibited by law and without prejudice to DESKOVER SOFT’s other rights or remedies, DESKOVER SOFT shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that any of the below occurs:

5.2.1 If You materially breach any of the material terms of this Agreement, and you fail to cure such material breach within thirty (30) days of receipt of notice from DESKOVER SOFT of such material breach;

5.2.2 If you breach any of the license restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of DESKOVER SOFT (including the Software), or engage in any activities prohibited by law; or

5.2.3 If you engage in the unauthorized use of any software of DESKOVER SOFT (including the Software) or infringe upon any intellectual property right of DESKOVER SOFT.

6. Product Discontinuance

DESKOVER SOFT reserves the right to discontinue at any time any edition or  component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software.  

7. Intellectual Property

All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of DESKOVER SOFT that are used in connection with the Software are and shall at all-time remain exclusively owned by DESKOVER SOFT and its licensors.  All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.  This Agreement grants you no rights to use such content.

8. Limited Warranty

DESKOVER SOFT warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which you purchase the License for the Software. DESKOVER SOFT does not make any warranties with respect to portions of the Software that are owned by DESKOVER SOFT’s licensors; however, DESKOVER SOFT will pass through to you any warranties made by such licensors, to the extent such warranties are transferable.  DESKOVER SOFT does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected.  This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than DESKOVER SOFT.  In the event of a breach of warranty, Licensee’s sole and exclusive remedy and DESKOVER SOFT’s sole and exclusive obligation, is repair of all or any portion of the Software.  If such remedy fails of its essential purpose, Licensee’s sole remedy and DESKOVER SOFT’s maximum liability shall be a refund of the paid purchase price for the defective Software only.  This limited warranty is only valid if DESKOVER SOFT receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7, DESKOVER SOFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will DESKOVER SOFT be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.  In any case, DESKOVER SOFT’s entire liability under any provision of this agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to DESKOVER SOFT for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy.  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable.  DESKOVER SOFT is not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software and/or any material linked through such content.  Any data included in the Software upon shipment from DESKOVER SOFT is for testing use only and DESKOVER SOFT hereby disclaims any and all liability arising therefrom.  The extent of DESKOVER SOFT’s liability for the limited warranty section shall be as set forth therein.

10. Indemnity

You agree to indemnify, hold harmless, and defend DESKOVER SOFT and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from the use or distribution of Your Integrated Product (to the extent such Claims are not attributable to the Software component of such Integrated Product).  

11. Confidentiality

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement.  However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party.  Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure.  Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without DESKOVER SOFT’s prior written permission.  Each party’s obligations under this Section 10 shall apply at all times during the term of this Agreement and for two (2) years following termination of this Agreement.

12. Governing Law

This License will be governed by the law of the Washington state, U.S.A., without regard to the conflict of laws principles thereof.  The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.  If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof.  Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof.  

14. No Assignment

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without DESKOVER SOFT’s prior written consent.

15. Survival

Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive the expiration or termination of this Agreement.

16. Severability

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE Software PRODUCT, BY LOADING OR RUNNING THE Software PRODUCT, OR BY PLACING OR COPYING THE Software ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS.  YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN DESKOVER SOFT AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.