UiPath websites, software applications and other products and services (the “Services”) are provided by UiPath, Inc., with its headquarters at 90 Park Avenue, 20th floor, 10016 New York, New York, United States, and UiPath SRL, with its headquarters at 4 Vasile Alecsandri Str. And 11 Daniel Constantin Str., Building A, floors 5 and 6, District 1, 010639 Bucharest, Romania (individually and collectively “UiPath”).
You (meaning the individual person, company, or organization that has visited or is using the Services; that accesses or uses any part of an UiPath account; or that directs the use of an UiPath account in the performance of its functions) must be at least 16-years old to use the Services; different age limitations may be applicable to specific Services. The Terms of Use and UiPath’s Privacy Policy govern Your use of the Services. In addition to the Terms of Use, some Services may be subject to specific terms (“Specific Terms”) as indicated by UiPath. Collectively, the Terms of Use and any Specific Terms will be further referred to as the “Terms”. In case there are any inconsistencies between these Terms of Use and the Specific Terms, the latter will prevail. If You have entered into a different agreement with UiPath concerning specific Services, the terms of that agreement will supersede in case of conflict with the Terms, to the extent of the conflict.
UiPath and its licensors (and their affiliates) reserve all rights not expressly granted in the Terms. UiPath licensors (and their affiliates) are a third-party beneficiary of the Terms and are entitled to enforce them as third-party beneficiaries.
Please read the Terms carefully and contact us at legal@uipath.com if You have any questions. By using the Services, You acknowledge and agree to the Terms and that the only remedy for Your dissatisfaction with the Services is to stop using them. Although we will take reasonable steps to notify you of material changes to the Terms, UiPath reserves the right to change the Services and the Terms from time to time without prior notice; by continuing to use the Services, You agree to the changes on to the Services and the Terms.
License
The Services and any “Content” (meaning any text, images, videos, audio, or software) published by or on behalf of UiPath are not sold to You, they are provided by UiPath under a limited, non-exclusive, non-transferable, and revocable license to use them, in accordance with the applicable Terms and, where applicable, the UiPath Open Platform Activity License Agreement. They are property of UiPath or licensors (and their affiliates) and UiPath and its licensors (and their affiliates) retain all right, title and interest in and to the Services and Content made available by UiPath.
The Services enable You to share, create, link or upload Content. You are solely responsible for any Content that You make available via the Services and for any harm resulting from it. UiPath is not responsible for any public display or misuse of Your Content. When You provide Content (including without limitation by linking your UiPath account with third-party services), You grant UiPath a transferable, royalty-free, sub-licensable, non-exclusive, worldwide, valid for the entire duration of the rights, license to host, store, copy, distribute, assess, test, modify, publicly perform, display, create derivative works of, incorporate into other works and otherwise use the Content. Except as provided herein, UiPath does not acquire any intellectual property rights over the Content you provide by accessing and using the Services. By using the Services, You may access or use Content provided by UiPath, other users or third parties, including links to websites and services maintained by third parties. UiPath cannot guarantee that any Content, in the Services or elsewhere, will be free of (i) material You may find objectionable or otherwise inappropriate or (ii) malware or other contaminants that may harm Your computer, mobile device, or any files therein. UiPath disclaims any responsibility or liability related to Your use of such Content.
Any suggestions, ideas, comments, and other feedback regarding the Services provided by You to UiPath ("Feedback") may be used without any restriction or compensation to You.
Access and Security
When You use or access the Services, You warrant that You made all necessary arrangements in order to comply with applicable laws and the Terms of Use. If You create an account to use the Services, You need to provide UiPath with accurate and complete information.
You are responsible for securely storing any credentials to access and use the Services. You must notify UiPath immediately of any unauthorized use of Your account and any other breach of security by emailing us at security.breach@uipath.com. UiPath cannot and will not be liable for any loss or damage due to Your failure to comply with this security obligation. Also, UiPath cannot guarantee that unauthorized third parties will not be able to circumvent UiPath’s or its suppliers’ security measures. Information You provide to UiPath for using the Services is handled in accordance with the Privacy Policy, if not otherwise stated in the applicable Specific Terms.
Use Restrictions
By accessing or using the Services You will not (or allow those acting on your behalf to):
In its own discretion, UiPath may (i) remove or modify Content that violates the Terms or (ii) suspend, disable, or terminate a user's access to all or part of the Services.
Confidentiality
"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under these Terms, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under the Terms, while using reasonable care to keep it confidential.
Notwithstanding any provision to the contrary in the Terms, the recipient may also disclose Confidential Information to the extent required under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of a legal process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.
Fees and Refunds
Certain Services may be subject to a fee, as provided in the applicable Specific Terms. UiPath reserves the right to change any 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.
Except as described in here or as explicitly stated as part of the sign-up process for a Service or in a specific commercial arrangement, UiPath has no obligation to provide refunds or vouchers for any other Services.
System Outages
UiPath or its suppliers periodically schedule system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that UiPath and its suppliers have no responsibility for: (a) the unavailability of the Services; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, miss delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any internet service providers, any third party, or any internet facilities and networks.
Limited Warranty
The Services are provided “AS-IS”. Neither UiPath, its affiliates, licensors or suppliers, nor their officers, directors, employees, shareholders, agents or representatives (“UiPath Parties”) make any express or implied representations or warranties to You or any other person or entity with respect to the Services, whether oral or written, express, implied or statutory. Without limiting the foregoing, any implied warranty or condition of merchantability or fitness for a purpose, and those arising in the course of dealing or usage of trade are expressly excluded and disclaimed. UiPath does not warrant that use of the Services will be error free or uninterrupted, that errors or defects in the Services will be corrected, or that the Services functionality will meet Your requirements.
Limited Liability
In no event will UiPath Parties be liable to You or any other person or entity for any indirect, special, incidental, exemplary or consequential damages, for loss of goodwill in any way relating to the Terms or resulting from the use of or inability to use the Services of the performance or non-performance of any Services, including the failure of essential purpose, regardless if UiPath has been notified You of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. To the extent permissible under applicable law, UiPath Parties are not responsible for any loss or damage arising from Your failure to comply with the Terms or due to use of Your account, either with or without Your knowledge, including due to someone else using Your password, prior to You notifying UiPath of unauthorized access to Your account. Nothing in the Terms limits or excludes our liability for gross negligence, for UiPath’s (or UiPath’s Parties’) intentional misconduct, for death or personal injury.
Indemnification
You will indemnify, defend and hold harmless the UiPath Parties against any loss, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims based on (a) Your use or attempted use of the Services in violation of the Terms; (b) Your violation of any law or rights of any third party; or (c) Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
Termination
You may stop using the Services at any time. Termination of Your account does not relieve You of any obligation to pay any outstanding fees (if applicable). UiPath may, without prior notice to You, immediately terminate, suspend Your right to use and access the Services, or delete Your account, if: (i) UiPath has reasonable suspicion of Your breach or attempted breach of these Terms; (ii) required to do so by law (for example, where the provision of the Services is, or becomes, unlawful); (iii) You fail to make timely payment for the Services (if applicable); (iv) UiPath elects to discontinue the Services, in whole or in part; or (v) there has been an extended period of inactivity in Your free account.
Non-Assignment
You may not assign or otherwise transfer these Terms or Your rights and obligations under the Terms, in whole or in part, without UiPath’s written consent and any such attempt will be void. UiPath may transfer its rights under these Terms to a third party, in which case these Terms will be updated and made available on the UiPath website.
Statute of Limitations
To the extent permitted by applicable law, any cause of action arising out of or related to the use of the Services or the Terms must be filed within 1 year after such cause of action arose. Any cause of action which is not filed within such period is permanently barred.
Export Control
The Services, the Content, and Your use of the Services and Content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services and Content. You agree to comply with all the laws, restrictions, and regulations.
UiPath expressly forbids the access to the Services to any natural persons or companies which are listed on the list of restricted parties by the Government of United States of America, European Union and United Nations (“Export Control Regulations”). You represent and warrant that You are not listed as sanctioned party by the Export Control Regulations and that You do not access the Services on behalf of or for the benefit of a sanctioned party according to the Export Control Regulations. UiPath reserves the right to suspend, at any time, the access of any individual or company if UiPath finds that the respective individual or company has been listed as sanctioned party according to the Export Control Regulations, or that it accesses the Services on behalf or for the benefit of a restricted party according to the Export Control Regulations.
Compliance
If You are a business, company, or organization, then UiPath may, no more than once every 12 months, upon seven 7 days’ prior notice to You, appoint its personnel or an independent third-party auditor who is obliged to maintain confidentiality to inspect Your records, systems, and facilities to verify that Your installation and use of any Service is in conformity with the Terms. Additionally, You will provide us with all records and information requested by us in order to verify that installation and use of any Services is compliant with the rights received from UiPath, within 30 days of UiPath’s request. If the verification discloses a non-conformity in Your use of the Services, You will immediately address the non-conformity or acquire any necessary licenses, subscriptions, and any applicable maintenance and support. If the underpaid fees (where applicable for paid Services) exceed 5% of the value of the payable Services fees, then You will also pay for our reasonable cost of conducting the audit.
Copyright Infringement
UiPath respects the intellectual property rights of others and expects our users to do the same. UiPath will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). The DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You would like to read the DMCA, please visit the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.
If You believe in good faith that materials on the Services infringe Your copyright, the DCMA provides that You (or Your agent) may send us a notice requesting that the material be removed or access to it blocked.
The notice must meet the following criteria:
1. Have as subject: “Report Abuse Copyright Infringement”;
2. Include the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
3. Include identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works in the Services are covered by a single notification, a representative list of such works);
4. Include identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow to locate the material in the Services;
5. Include the name, address, telephone number, and email address (if available) of the complaining party;
6. Include a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7. Include a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices must meet the then-current statutory requirements imposed by the DMCA.
Notices and counter-notices with respect to the Services can be sent via email: legal@uipath.com.
Please consult Your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA.
Accounts with any other content that misleads others or violates another's intellectual property rights may be updated, suspended, disabled, or terminated by UiPath in its sole discretion.
If You are concerned that someone may be using materials subject to Your intellectual property rights in an infringing way in the Services, please email us at legal@uipath.com, and UiPath will review Your complaint. Your notification must meet the criteria described above.
If UiPath deems appropriate, UiPath may remove the offending Content, warn the user who posted the Content, or temporarily or permanently suspend or disable the user’s account.
Report Abuse
In case You identify any suspected breach of the Terms, You can submit UiPath a written notification at the following e-mail address legal@uipath.com.
The e-mail You submit must meet the following conditions:
1. Have as subject: “Report Abuse Terms of Use UiPath Website”;
2. Include the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
3. Include a brief description of the breaching activities (including link to the account of the person breaching the Terms and to the materials that breach the Terms, as the case may be).
4. Include the name, address, telephone number, and email address (if available) of the complaining party;
5. Include a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. Include a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If UiPath deems appropriate, UiPath may remove the offending content, warn the user who posted the Content, or temporarily or permanently suspend or disable the user’s account.
Choice of Law and Dispute Resolution
The Terms are governed by and will be interpreted in accordance with the laws of New York if You are a resident of the United States of America, Canada or Mexico or in accordance with the Dutch law if You are a resident of any other country of the world. Any and all disputes resulting out of or in relation to the Terms will be settled amicably and, if such will not be possible, the disputes will be settled, to the extent permissible under applicable law, by the courts of New York, if You are a resident of the United States of America, Canada or Mexico or in accordance by the courts of Amsterdam if You are a resident of any other country of the world.
YOU HEREBY EXPRESSLY ACKNOWLEDGE AND ACCEPT THE PROVISIONS OF THE FOLLOWING SECTIONS OF THESE TERMS: IMPORTANT; LICENSE; ACCESS AND SECURITY; USE RESTRICTIONS; CONFIDENTIALITY; FEES AND REFUNDS; SYSTEM OUTAGES; LIMITED WARRANTY; LIMITED LIABILITY; INDEMNIFICATION; TERMINATION; NON-ASSIGNMENT; STATUTE OF LIMITATIONS; EXPORT CONTROL; COMPLIANCE; COPYRIGHT INFRINGEMENT; CHOICE OF LAW AND DISPUTE RESOLUTION.