Master Software and Services Agreement
This Master Software and Services Agreement is entered into between UiPath and Customer as of the date (i) the last Party
signs this Agreement or (ii) otherwise accepts the terms of this Agreement (�Effective Date�). By signing or otherwise
accepting this Agreement, you represent you have the capacity to represent the entity identified herein as the Customer.
UiPath and Customer are each a �Party� and collectively the �Parties� to this Agreement.
1. DEFINED TERMS. Terms used with capital letters have the meaning prescribed below or in the body of the Agreement.
�Add-on� means each and any integrations, know-how, workflows, and/ or code created by Customer using the Technology,
independently from UiPath, either individually, or in collaboration with a third-party.
�Affiliate� means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party,
where Control means the direct or indirect control of greater than 50% of the voting rights or equity interests of a Party or the
power to direct or cause the direction of the management and/or business strategy of that Party.
�Agreement� means this Master Software and Services Agreement, together with any other reference herein.
�Authorized Users� means either Party�s employees, representatives, and contractors.
�Cloud Software� means Software, as defined herein below, provided as a service to the Customer.
�Customer� means the entity signing or otherwise accepting this Agreement.
�Customer Data� means any data, information, and proprietary Customer content created prior to or independently from (I)
any Customer interaction with the Technology and imported into the Technology or (ii) any access by UiPath in connection
with, or for the purpose of, provision of any Services, excluding any UiPath IP Rights.
�Documentation� means the official guides and technical description of the Software, as made available and amended from
time to time on the Trust Portal
�Fee(s)� means the fees payable for the license to use the Technology or benefit from the Services and any expenses incurred
in the performance of Services, as set forth in the applicable Order.
�IP Rights� means patents, right to patent and file for patent, rights to inventions, copyright and related rights, trademarks,
registered designs, trade secrets, trade names and domain names, rights in computer software and in databases, content,
know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case whether registered
or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of such rights, as
well as the rights to claim priority therefrom, and all similar or equivalent rights or forms of protection which subsist or will
subsist now or in the future in any part of the world.
�License Term� means the duration of the license to use the Software, as stipulated in an Order.
�Licensing Policy� means the generally available commercial description of the Software available on the Trust Portal
containing the parameters defining the license grant permissions and related use restrictions applicable to each version of the
Software.
�On-Premise Software� means Software, as defined herein below, deployed on Customer premises.
�Order� means the order form or statement of work placed either directly with UiPath or with a UiPath partner and mutually
accepted by the respective Parties, and excluding any terms and conditions therein added unilaterally by Customer or a UiPath
partner.
�Personal Data� means (i) information related to an identified or identifiable natural person as defined by, as applicable,
Regulation (EU) 2016/679 (GDPR), the California Consumer Privacy Act (CCPA), and other applicable privacy laws (�PII), (ii)
protected health information, as regulated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (�PHI�),
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and (iii) cardholder data (�CHD�) and sensitive authentication data (�SAD�), as defined by Payment Card Industry Data Security
Standard.
�Services� means professional services specified in an Order, excluding Support.
�Software� means (a) (i) generally available software products (whether production or non-production) licensed to Customer
as specified in Orders, all as developed by or for UiPath and/or its Affiliates, and delivered to Customer thereunder; (ii) any
development kits, protection mechanisms, plugins, connectors, extensions, scripts or any other software made available to
Customer, during Support or pursuant to warranty obligations; (iii) all new releases, versions, modifications, updates, patches,
improvements, enhancements, or similar derived works thereto; (iv) any complete or partial copies of the foregoing; (v)
Documentation; (vi) derived works of all the foregoing; (vii) all IP Rights related to all of the foregoing, but (b) excluding open
source software components, each of which has its copyright notice and license included in the license file. Cloud Software
and On-Premise Software are collectively referred to as Software.
�Support� means maintenance and service levels, applicable to the Software during the License Term as provided in the
support terms available on the Trust Portal.
�Technology� means each and together, the (i) Software identified in the applicable Order, (ii) materials developed by UiPath
for Customer, including during performance of Services, and (iii) UiPath Background IPR.
�Third-Party Services� means the cloud applications, cloud service endpoints, data services, software, application
programming interfaces, and content of third parties which may be accessed using the Technology.
�Trust Portal� means the collection of documentation and policies made available and amended by UiPath from time to time
at uipath.com/legal/trust-and-security (or successor website) and integrated by way of reference in the Agreement. UiPath
may make changes to the Trust Portal documentation and policies but (i) no such change will result in a material adverse
affirmative obligation on Customer except with prior notice and mutual agreement; and (ii) to the extent of an express conflict
between the terms of this Agreement and the conflicting term of the Trust Portal documentation or policy, the terms of this
Agreement will control to the extent of such conflict.
�UiPath� means the UiPath contracting entity entering into this Agreement, as described in the Governing Law and Dispute
Resolution section.
�UiPath Background IPR� means any IP Rights owned, created, developed, leased and/or licensed by UiPath prior to, outside
of, or independently from, the Agreement, including without limitation (i) technology, tools, methods, algorithms, application
programming interfaces, know-how and data, (ii) techniques and skills that are specific to UiPath�s business and generic in
nature with respect to any customer of UiPath, and (iii) common configurations and generic templates that are not specifically
related to any Customer Data or Technology provided to Customer, and all derivative works for items (i) through (iii).
2. AGREEMENT GOVERNANCE
2.1. This Agreement applies to the Software and Services identified in the relevant Orders and any UiPath Background
IPR related thereto. Any software or service released after the Effective Date that is subsequently purchased by Customer may
be governed by specific terms to be made available by UiPath upon such purchase. For the avoidance of any doubt, software
or services released by UiPath under community, trial, early access, alpha, beta, preview, academic or learning designation,
are governed by their applicable terms of use, made available on the Trust Portal.
3. LICENSE AND IP RIGHTS
3.1. License. Subject to the terms and conditions of this Agreement, UiPath grants Customer and its Affiliates, upon
delivery and during the License Term, a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to use
the Technology specified in the applicable Order, solely for their internal business purposes and in accordance with the
applicable Licensing Policy and the associated Documentation.
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3.2. Add-ons. Subject to the terms and conditions of this Agreement, UiPath further grants Customer and its Affiliates,
during the License Term, the right to develop Add-ons by using the Technology, provided that, to the extent there is any
UiPath Background IPR in the Add-ons, (i) use of the UiPath Background IPR is limited to the License Term, and (ii) Customer
is not allowed to use the UiPath Background IPR and will not allow its Authorized Users or any third party to use the UiPath
Background IPR for (a) benchmarking or comparison purposes, or (b) to acquire any technical specifications or gain a
competitive technological or business advantage, or (c) to analyze the Technology and the Background IPR for the purpose
of designing, modifying, creating a derivative work or creating any software program that performs functions similar to the
functions performed by the UiPath Background IPR used in conjunction with the Add-ons.
3.3. IP Rights. This Agreement does not grant either Party any rights, by implication, waiver, estoppel, or otherwise, to
the other Party�s IP Rights. UiPath, its Affiliates and their licensors own and retain all IP Rights to the Technology, including
without limitation any integrations, code, patches, materials, data, know-how, background technology, workflows, or similar
assistance otherwise provided to Customer. Customer owns all Customer Data, and each Party owns and retains all IP Rights
in their respective pre-existing tools, software, databases, methodologies, and documents. All uses in this Agreement of the
terms "sell," "sale," "resell," "resale," "purchase," "price," and the like mean the purchase or sale of a license under
this Agreement. The Customer acknowledges that if it provides any suggestions or feedback to UiPath, it does so voluntarily
and UiPath will be entitled to use any suggestions or feedback, in any way and for any purpose in relation to the Technology.
3.4. Independent Development and Residuals. The Parties agree that nothing in this Agreement will limit or restrict
UiPath's right to (i) create derivative works using the Add-ons shared voluntarily by Customer, or develop, or have developed,
components that may be similar to, or may perform similar functions to, the Add-ons; and (ii) use any general information,
ideas, concepts, know-how, processes, techniques, programming routines and subroutines, methodologies, processes, skills,
or expertise which are retained in the unaided memory of UiPath�s Authorized Users. Nothing in this Agreement will be
construed as a representation or inference that each Party will not develop or acquire products, for itself or others, that
compete with the products, systems, or methods contemplated by the other Party's CI, provided that the Party has not done
so in breach of this Agreement.
3.5. Support. UiPath will provide Customer with standard Support during the applicable License Term. Customer may
purchase additional Support plans for improved services and response times. Standard Support and additional plans are
described in the Support Terms available on UiPath�s website.
4. Acceptable Use; Third-Party Access
4.1. Acceptable Use. Customer represents that it will use the Technology in accordance with this Agreement and the
Documentation. Without prejudice to the generality of the foregoing and to the greatest extent permitted by the applicable
law, Customer agrees to the following:
a. Unless expressly allowed by UiPath in writing, Customer will not mix production purpose Software with non-
production purpose Software;
b. Customer will not circumvent any technological protection measures set by UiPath to control access to the Software
and will not exceed the number of allocated Software licenses;
c. Unless otherwise instructed by UiPath, Customer may make copies of the Software and associated licenses solely as
needed for disaster recovery purposes and to be used in case of force majeure. UiPath may request proof of the force majeure;
d. Customer will not use, and will not encourage others to use, the Technology or Services (i) to inspect or analyze the
Technology or the outputs for benchmarking or comparison purposes, (ii) to design modify, create a derivative work or create
any program that performs functions similar to the functions performed by the Technology, (iii) to acquire any technical
specifications and gain a competitive technological or business advantage, (iv) to misappropriate or infringe any rights or
violate any laws or contracts, (v) to access, tamper with, or use non-public areas of, any systems of UiPath, its Affiliates or
their Authorized Users, or (vi) to perform any type of security testing, including penetration testing on the Technology;
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e. Customer will not disassemble, decompile or reverse engineer the Technology or any portion of it; Customer will not
alter, adapt, merge, modify, translate, decompile, develop versions or derivative works, reverse engineer, upgrade, improve
or extend, features or functionalities of the Technology or Services or otherwise derive source code therefrom or otherwise
reduce them to human readable form, except to the extent expressly permitted under applicable law and if it is essential to
do so for the purpose of achieving interoperability of the Technology or Services with another software program, and
provided that, Customer has first requested with at least 90 days prior written notice, that UiPath to provide the information
necessary to achieve such interoperability and UiPath has not made such information available;
f. Customer must not remove, alter, modify or appropriate or use as their own, any proprietary markings included
therein;
g. Customer will obtain and maintain all authorizations and consents required to use Personal Data as contemplated in
this Agreement; and
h. Customer must not resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute the rights acquired
under this Agreement, except as otherwise stipulated herein below.
4.2. Third-Party Access. Customer may allow its Authorized Users and Affiliates to use the Technology and access the
Services solely for Customer�s internal business purposes, provided that (i) Customer ensures its Authorized Users and
Affiliates comply with the terms of this Agreement and (ii) Customer shall be liable towards UiPath as if their acts and
omissions were Customer's own. Upon request, Customer will provide UiPath with details and use reports of all Authorized
Users and Affiliates having received access to the Technology.
4.3. Third-Party Licenses. Technology may contain or may be used with third party components, including open-source
software, which are the property of their respective owners. Notwithstanding anything to the contrary herein, use of the open-
source software will be subject to the license terms and conditions applicable to such open-source software, to the extent
required by the applicable licensor (which terms shall not restrict the license rights granted to Customer hereunder).
4.4. Third-Party Services. Customer may use the Technology in conjunction with Third-Party Services, subject to
compliance with all terms and conditions of the third-party providers, bearing the entire risk of such use. Customer is
responsible for determining which Third-Party Services are accessed and connected to by Customer while using the
Technology, and for the use of such Third-Party Services. UiPath does not control or own any Third-Party Services, and the
access to and use of such Third-Party Services, including the availability and uptimes related to such Third-Party Services, is
solely determined by the relevant third parties that control the Third-Party Services. UiPath will not be liable for any
downtime, discontinuation, or any other issues with, or caused by, the Third-Party Services. To access and use a Third-Party
Service, the applicable third party may require that Customer agree to an underlying agreement with such third party for
Customer to access and use the applicable Third-Party Service and such third party may require additional consents to allow
Customer to connect the Third-Party Service to the Software. Use of Third-Party Services distributed by UiPath will be subject
to the terms and conditions set by the relevant owners, as made available on the Trust Portal.
5. ORDERING PROCESS
5.1. Orders. All Orders are subject to this Agreement, irrespective of whether a reference to this Agreement is made or not.
Commercial terms agreed in an Order shall only be applicable for the Software and specifics of that particular Order and shall
not extend to subsequent Orders placed under the Agreement, unless expressly agreed by the Parties in those subsequent
Orders.
5.2. Affiliates� Orders. Customer may place Orders for its Affiliates under this Agreement and will cause such Affiliates to
comply with Customer�s obligations herein. Any Customer Affiliate may place Orders with UiPath and its Affiliates, listed in
the Governing Law and Dispute Resolution Section, by referencing this Agreement, and such Customer Affiliate will be
deemed as Customer.
6. PAYMENT TERMS
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6.1. Applicability. These payment terms and any commercial terms agreed between the Parties in writing apply only if
Customer orders the Technology directly from UiPath. Payment terms agreed between Customer and a UiPath reseller or
distributor are not binding on UiPath. Any reference to Customer in this section is a reference to its paying entity placing the
Order.
6.2. Payment. Unless otherwise agreed in the applicable Order, UiPath will issue an invoice for each Order as follows: (i)
Software Fees will be invoiced annually in advance; (ii) Services Fees will be invoiced as agreed by the Parties in the applicable
Order. Invoices will be delivered only electronically, and Customer will pay them in accordance with the payment terms in
the Order. All Orders are non-cancelable and, save as otherwise provided in this Agreement, all Fees are non-refundable. Upon
termination of an Order or of this Agreement, all Fees due under the respective Order or under this Agreement, (i) that have
already been invoiced will immediately become due and payable, and (ii) Fees not already invoiced, will be immediately
invoiced by UiPath and become due and payable within 30 (thirty) days of invoice date. Customer will pay all reasonable
travel expenses, hotel accommodations, and any other out of pocket expenses properly and reasonably incurred by UiPath
in connection with providing the Services. Except as otherwise provided in writing such expenses will be charged at cost and
invoiced together with the Services or separately.
6.3. Failure to Pay. UiPath may charge interest at a monthly rate of the lesser of 1% (one percent) per month or the
maximum rate permitted by applicable law on any overdue Fees, from the due date until the date the overdue Fees, including
the applicable interest, are paid in full. If Customer fails to pay within 60 (sixty) days from the invoice date, UiPath may
suspend or terminate the applicable Order by written notice.
6.4. Payment Disputes. Customer will pay any undisputed amounts in the invoice when due. Within 15 (fifteen) days
from the invoice date Customer will report any alleged errors in the invoice to UiPath in writing with sufficient detail to allow
UiPath to investigate the dispute. The Parties will work to settle the dispute amicably within 30 (thirty) days therefrom. UiPath
may request Customer to provide additional information or documents to settle the payment dispute. Should Customer fail
to provide UiPath with the requested information or documents within the 30 (thirty) days term stipulated herein, the
disputed amount will become due and payable at the end of the 30 (thirty) days term.
6.5. Taxes. All Fees are exclusive of any taxes. Customer agrees to pay any applicable value added, goods and services,
sales, use, gross receipts, or other transaction taxes, fees, charges or surcharges, or similar amounts (�Transaction Tax�) that
are owed under this Agreement and which UiPath is permitted to collect from Customer under applicable law. UiPath will
exempt Customer from paying the Transaction Tax only when Customer provides UiPath with a validly signed tax exemption
or equivalent certificate in any jurisdiction where such certificates are available. All payments will be made in cleared funds,
without any deduction or set-off and free and clear of and without deduction for or because of any taxes, levies imports,
duties, charge, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal, or other authority
as required by law. UiPath is responsible for taxes and any employment obligations due for its personnel performing the
Services.
6.6. Changes. UiPath is free to establish the Fees in its discretion. UiPath will not change the Fees applicable to an Order
already accepted by it. UiPath will notify Customer of any change in Fees and such change will become effective upon
Customer placing a new Order or the renewal of any current License Term following such notice.
7. INDEMNIFICATION
7.1. UiPath Indemnification. UiPath, at its expense, will defend Customer against any claim, action, or legal proceeding
made against Customer by a third-party non-affiliated with the Customer alleging that the use of the Technology, during the
License Term and as delivered by UiPath, infringes the third party�s patent or copyright or that UiPath misappropriated the
third party�s trade secret (�IP Claim�) and will indemnify against any damages finally awarded to Customer by a court of
competent jurisdiction (or settlement amounts agreed to in writing by UiPath) in the limits set out in this Agreement.
7.2. Customer Indemnification. Customer, at its expense, will defend UiPath against any claim, action, or legal
proceeding made against UiPath by a third-party non-affiliated with UiPath (i) alleging that the Add-ons, Customer Data, or
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Customer�s use of the Technology or Services violate, or infringe the third-party�s IP Rights, or (ii) arising out of, or in
connection with Customer Data or Customer�s use of the Technology and Services in violation of Section 4.1 of this Agreement
and will indemnify against any damages finally awarded to UiPath by a court of competent jurisdiction (or settlement
amounts agreed to in writing by Customer) in the limits set out in this Agreement.
7.3. Conditions. A Party�s obligations to defend and indemnify (�Indemnifying Party�) are contingent on the Party
seeking defense (�Indemnified Party�) to (i) promptly notify the Indemnifying Party of any claim in writing; (ii) cooperate
with the Indemnifying Party in the defense of the claim; (iii) grant the Indemnifying Party sole control of the defense or
settlement of the claim (provided that the Indemnifying Party shall not enter into any settlement that admits liability on
behalf of the Indemnified Party or imposes any obligations on such Indemnified Party other than cessation of use of the
infringing Technology); (iv) not make any admissions about the claim without the Indemnifying Party�s prior written consent,
and (v) take all reasonable measures to mitigate the damages. The remedies in this section 7 (Indemnification) are the sole
and exclusive remedies of the Indemnified Party and sole liability of the Indemnifying Party with respect to an IP Claim.
7.4. Exclusions. UiPath will have no liability for any claim arising from: (i) use of the Technology or Services in breach of
the Agreement; (ii) modification of the Technology or Services by anyone other than UiPath; (iii) failure by Customer to install
the latest updated version of the Technology, as instructed by UiPath, to avoid infringement, or security vulnerabilities or
malfunctions; (iv) Third-Party Services, products or materials or their combination with the Technology or Services, if the
Technology or Services not be infringing without this combination.
7.5. Remedies. If a claim alleges that the Technology might infringe the IP Rights of a third party, or if in UiPath's
judgment, such a claim may arise, UiPath may, at its option: (i) procure the right for Customer to continue using the
Technology under the terms of the Agreement; (ii) replace/modify the impacted components to avoid the alleged
infringement; or (iii) terminate Customer�s license to the relevant component of the Technology and refund the associated
prepaid and unused Fees for the infringing component.
8. LIMITATION OF LIABILITY
8.1. Damages Exclusion. Neither Party will be liable to the other for any special, indirect, moral, consequential,
incidental, punitive, or exemplary damages, loss of profits, loss of revenue or goodwill, loss or corruption of data, or
interruption of business. Under no circumstances will UiPath or its Affiliates be liable for any claims that may be asserted,
granted or imposed against, arising from, or in connection with Third-Party Services.
8.2. Liability Cap. Except for acts of fraud or willful misconduct, damages resulting from death or bodily injury arising
from gross negligence or willful misconduct, tangible property damage or indemnification for damages resulting from
breach of third-party IP Rights, the maximum aggregate liability of each Party for all damages (individually and together)
under or relating to this Agreement will not exceed the Fees paid to UiPath under this Agreement for the relevant
Technology in the 12 (twelve) months before the initial claim giving rise to such damages.
8.3. Applicability. The foregoing will apply only to the extent permitted under applicable law, regardless of whether the
claim arises from contract or tort and regardless of the theory of liability, but will not limit payment obligations under this
Agreement, and irrespective of whether the other Party has been advised of the possibility that such damage might incur. The
Agreement allocates the risks between UiPath and Customer, and the Fees for Technology reflect this allocation of risk and
limitations of liability.
9. WARRANTY
9.1. Limited Warranties and Remedies
9.1.1. Software Warranty. UiPath warrants that, during the License Term, the Software will substantially conform to the
Documentation, provided that the Software is used in accordance with the terms of this Agreement, the Documentation, and
applicable law. To the extent permitted by law, UiPath�s sole liability under this warranty will be, in UiPath�s reasonable
commercial discretion, a repair or replacement of the relevant Software, or if UiPath determines in its sole discretion that the
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foregoing remedy is not commercially reasonable, UiPath may terminate Customer�s license to the relevant component of
the Software and refund the associated prepaid and unused Fees for the relevant component.
9.1.2. Services Warranty. UiPath warrants that Services will be performed in a professional and workmanlike manner.
9.1.3. Customer Warranty. Customer represents that it has the appropriate rights to allow UiPath to use and/or modify
any software or products as part of any Services and it will provide UiPath with necessary access to Customer premises and
systems, personnel, documentation and records, and facilities and will appoint a contact person having authority to make
decisions, in order for UiPath to timely perform any Services. UiPath�s provision of the Services is contingent upon the
warranty provided herein. Customer grants UiPath, its Affiliates and subcontractors a non-exclusive, limited license to use
Customer Data necessary for performing the Services.
9.2. Warranty Exclusions. Subject to the above limited warranties, the Technology is provided on an "AS-IS" and �AS
AVAILABLE� basis. To the maximum extent allowed by applicable law, neither UiPath, nor its Affiliates, licensors or their
personnel, make any warranty of any kind (express, implied, statutory or otherwise) and UiPath specifically disclaims all
warranties, including merchantability, fitness for a particular purpose or non-infringement or the ability of the Technology to
integrate or interoperate with other software or services or perform uninterrupted or error-free. Each Party disclaims all
liability for Third-Party Services.
10. COMPLIANCE
10.1. Export Control. The Parties acknowledge that the Technology and Services may be subject to export control and
sanctions laws including U.S. Export Administration Regulations administered by the U.S. Department of Commerce�s Bureau
of Industry and Security (�BIS�) and economic sanctions administered by the U.S Department of the Treasury�s Office of
Foreign Assets Control (�OFAC�), European Commission regulations, United Nations Security Council resolutions, and other
similar national or international regulations (collectively �Export Laws�). Customer agrees to comply with all Export Laws
related to Customer�s access to and use of the Software, Technology and Services. Customer represents and warrants that it
is not, and is not owned or controlled by any person or entity that is, (i) located, organized, or resident in a country or territory
that is subject to a U.S. trade embargo (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People�s Republic,
and Luhansk People�s Republic regions of Ukraine); or (ii) identified on any applicable sanctions or restricted party list,
including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral
Sanctions Identifications List, administered by OFAC, and the Entity List, Denied Persons List, or Unverified List, administered
by BIS. Customer agrees that it will not export, re-export or otherwise transfer the Software, Technology, or Services, or use
the Software, Technology, or Services (a) to disclose, transfer, download, export or re-export, directly or indirectly, any
Customer Data, to any country, entity or other party that is ineligible to receive such items under the Export Laws, or (b) in
connection with any nuclear, chemical, or biological weapons, missile technology, or military end-uses. Customer
acknowledges that the Technology and Services may not be available in all jurisdictions and that Customer is solely
responsible for complying with the Export Laws in its access to and use of the Technology and Services.
10.2. Audit. UiPath may, at its expense, verify that Customer�s use, access, installation, or deployment of the Technology
complies with the terms of this Agreement. Additionally, no more than once every twelve (12) months, UiPath may perform the
verifications onsite, either directly or by appointing a subcontractor, and Customer agrees to provide all required assistance
and support. If the verification discloses a non-conformity Customer will immediately address it.
10.3. Confidentiality. This Agreement supersedes any applicable non-disclosure agreement between the Parties with
respect to use of the Technology hereunder. Information shared by the Parties, or their Affiliates, under this Agreement will
be deemed confidential if it is disclosed in any form or manner, marked as, or reasonably considered, confidential, and
includes without limitation, Technology, trade secrets, know-how, business operations, plans, strategies, customers, and
pricing whether or not marked, designated or otherwise identified as "confidential" (�CI�). CI shall also include the existence
of as well as the terms and conditions of this Agreement and any Order placed hereunder. CI excludes any information that
(i) is or becomes public, through no fault of the recipient; (ii) was rightfully acquired by or already known to the recipient
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without an existing confidentiality obligation; or (iii) is independently developed by the recipient without the use of
discloser�s CI. For instance, technical and support data related to the Technology are considered UiPath�s CI. The receiving
Party will treat the CI with no less than reasonable care and will not use or disclose CI to anyone, except to its Authorized
Users, advisors or consultants, who need to know the CI for the purposes of this Agreement and are bound by confidentiality
obligations at least as restrictive as in this section. The receiving Party may disclose CI: (i) under a written and signed
permission document from the disclosing Party; (ii) as necessary to comply with applicable law, a valid order of a court of law
or governmental body, or with mandatory rules of an equivalent binding authority after using reasonable efforts to provide
advance notice of such disclosure to the disclosing Party.
10.4. Anti-Corruption. In relation to the transactions under this Agreement, each Party confirms that it has not taken and
will not take any action, directly or indirectly, in violation of applicable anti-corruption or anti-briery laws including without
limitation the U.S. Foreign Corrupt Practices Act of 1977, as amended. In connection with this Agreement, Customer will not,
directly, or indirectly, offer, promise, authorize, accept, or solicit any illegal or improper bribe, kickback, payment, gift, or
thing of value. If Customer learns of any violation of applicable anti-corruption or anti-bribery laws in connection with this
Agreement, Customer will promptly notify UiPath in writing and will cooperate with UiPath�s review or investigation related
thereto.
10.5. Code of Conduct. UiPath maintains on the Trust Portal a global partner code of conduct which defines the minimum
standards of business conduct and business standards applicable to all entities contracting with UiPath (�Code of Conduct�).
UiPath commits to comply with such Code of Conduct and requires Customer to have similar policies. If Customer learns of
any violation of the standards prescribed by the Code of Conduct in connection with this Agreement, Customer will promptly
notify UiPath in writing and will cooperate with UiPath�s review or investigation related to any actual or potential violation of
such standards.
10.6. Information Security. UiPath has implemented and will continue to maintain and enforce a written information
security program that includes administrative, technical and physical safeguards that are appropriate to the Software,
Technology and Services provided by UiPath, as further detailed in UiPath�s Information Security Exhibit available on the
Trust Portal, as such may be evaluated and adjusted from time to time, in light of any relevant changes in the industry
standards, technology and material changes to UiPath�s business.
11. TERM AND TERMINATION
11.1. License Term. The license term for the Software will be stated in the Order (�License Term�).
11.2. Term of the Agreement. This Agreement is effective as of the Effective Date and will continue for an indefinite
period, until terminated by either Party under this Agreement. In case there is an ongoing Order upon termination of the
Agreement, the Parties hereby agree that the terms of this Agreement will be automatically extended until the expiration of
the Order�s License Term and any renewal term thereof.
11.3. Termination. This Agreement may be terminated as follows:
(i) Material Breach of the Agreement: by either Party, immediately upon written notice to the other, if the other
Party has made a material breach hereunder and, to the extent the breach can be cured, has not been cured within
thirty (30) days from the notice date.
(ii) Change of Control: by UiPath, with thirty (30) days written notice, in case of a change of control as prescribed in
the Change of Control section.
(iii) Additional Termination Events: by either Party, immediately upon written notice to the other Party (i) when, due
to the applicable law or on account of a regulator�s or similar body�s decision or ordinance, it becomes unlawful
or illegal for it to continue the performance of this Agreement, including but without limitation, as a result of any
export control obligations; or (ii) if such other Party commences or has commenced against them bankruptcy or
dissolution proceedings, has a receiver appointed for a substantial part of its assets, is unable to pay its invoices
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or loans when due, or ceases to operate in the ordinary course of business; or (iii) if currency repatriation
provisions or other currency restrictions are imposed by any government body which prevent or restrict the ability
of Customer to make any net payments to UiPath as required hereunder.
11.4. Effect of Termination. Except for termination of this Agreement for Customer�s material breach, all Orders will
continue to be in effect until the expiration of their License Term. Unless otherwise agreed by the Parties in writing,
termination of an Order will not trigger termination of this Agreement. Upon termination of this Agreement, an Order or
expiration of any License Term, the license and rights for the respective Technology or Services will immediately terminate
and Customer must, at its expense, remove and delete all copies thereof. Customer understands that some or all the
Technology components may cease to operate without prior notice upon expiration or termination of the License Term.
Customer acknowledges that, except as otherwise provided under this Agreement, it will not be entitled to a refund of any
Fees paid hereunder after the delivery of Services, Technology or the Software activation key or any renewal thereof.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. Governing Law. This Agreement is governed by the laws indicated below, depending on Customer
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.
12.2. Amicable settlement. The Parties agree, as a prior condition for any claim, to settle amicably any dispute arising
out of or relating to this Agreement within ninety (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.
12.3. Arbitration Agreement for Customers in North America and India. Subject to amicable settlement, disputes with
Customers in (i) United States of America, Canada or Mexico (�North America�) shall be exclusively and finally settled by
arbitration in English, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and (ii)
India shall be administered in English by the Singapore International Arbitration Centre in accordance with the Arbitration
Rules of the Singapore International Arbitration Centre by a tribunal consisting of one (1) arbitrator. 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 from a court of competent jurisdiction to prevent irreparable harm or to enjoin any intellectual property rights misuse.
12.4. Venue. Parties hereby accept the exclusive jurisdiction of the competent courts of the Venue indicated below and
irrevocably waive any objection and defense (including, any defense 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
North UiPath Inc., at 452 5th Avenue, 22nd floor, 10018 New York, New York, New York law New York, State of New
America United States York, United States
India UiPath Robotic Process Automation India Private Limited, at 7th Indian Law Bangalore, India
floor, Prestige Trade Tower, 46, Palace Road, Sampangi Rama
Nagar, Bangalore, Karnataka, India, 560001
Rest of UiPath SRL, at 4 Vasile Alecsandri Str. And 11 Daniel Constantin Str., Romanian Bucharest, Romania
the world Building A, floors 5 and 6, District 1, 010639 Bucharest, Romania law
13. GENERAL
13.1. Subcontractors. UiPath may use subcontractors to perform the Services and will be responsible for performance of
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the Services by such subcontractors as for its own actions under this Agreement.
13.2. Data. Customer acknowledges that use of the Technology or Services does not require any Personal Data. Customer
must not use PHI, CHD and SAD with Cloud Software, unless use of PHI is allowed by UiPath in the appropriate legal
documentation. PII shared by Customer and processed by UiPath as a processor on behalf of the Customer will be governed
by the privacy policy and data processing agreement available on the Trust Portal, Customer agrees that, if it purchases
UiPath offerings through a UiPath partner/distributor UiPath may share Customer contact information with the
partner/distributor and the partner/distributor may use such contact information for the purpose of promoting and selling
UiPath offerings to Customer.
13.3. Analyses Information. UiPath and its Affiliates may process data, technical information, usage, and telemetry from
the Technology and any use thereof, to make available and provide platform features, perform its obligations under this
Agreement, create indices, offer Support, provide bug fixes, run systems diagnostics, and monitor error and performance.
13.4. Entire Agreement and Order of Precedence. This Agreement is the entire understanding between UiPath and
Customer with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between
the Parties with respect to such subject matter. Unless otherwise prescribed hereunder, any amendment to this Agreement
will be made in writing and will be signed by authorized representatives of the Parties. Any terms or conditions submitted to
UiPath do not form part of this Agreement and are void, unless specifically amended in writing and signed by the authorized
representatives of the Parties. Any conflict of interpretation in the terms of this Agreement will be settled in the following
order of precedence: (i) Order accepted by the Parties, (ii) additional terms for new features/functionalities provided to
Customer, and (iii) this instrument. If any provision hereof is or becomes illegal, invalid or unenforceable for any reason, all
other provisions of this Agreement will remain in full force and effect.
13.5. Force Majeure. Except for any payment obligations, neither Party is liable for failure to perform its obligations under
this Agreement to the extent delayed, prevented, restricted, or interfered with as a result of any causes beyond its reasonable
control, including acts of God, terrorism, labor action, fire, flood, earthquake, failure of third-party providers, denial of service
attacks, malicious conduct, utility failures, power outages, governmental acts, orders, or restrictions.
13.6. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned,
transferred, delegated, or otherwise disposed of by either Party without the prior written consent of the other Party, not to
be unreasonably withheld or delayed. Notwithstanding the foregoing, UiPath may, without the prior consent of the Customer,
assign, transfer, delegate or otherwise dispose of, this Agreement, or any of its rights, interests, or obligations hereunder to
any of its Affiliates.
13.7. Change of Control. Customer must notify UiPath within thirty (30) days of it or its Affiliate (i) being acquired by,
selling substantially all of its assets to, merging with, or changing its Control in favor of, a direct competitor of UiPath, or (ii)
changing its main object of activity into a business competing UiPath.
13.8. No TUPE. For the avoidance of doubt, the license granted under this Agreement or the provision of Services,
including Support, by UiPath to the Customer or its Affiliates does not represent a transfer of undertaking within the meaning
of any national, state, and local laws and regulations (including European Union, where applicable) on the safeguarding of
the employees� rights in the event of transfer of undertakings, businesses, or parts thereof. However, in the event that any
public authority or body or any employee (or former employee) of UiPath/the Customer or its Affiliates claims or alleges or
otherwise is deemed that he/she has transferred to or become employed by the other Party as a result of this Agreement, by
virtue of the aforementioned legal provisions (�Transfer Claim�), the one Party which becomes aware of any Transfer Claim
shall give notice to the other party of such Transfer Claim as soon as reasonably practicable and the Parties should co-operate
in good faith in order to challenge such Transfer Claim.
13.9. Notices. Unless otherwise provided herein, notices under this Agreement will be in English language only, and must
be sent by e-mail, with a suggestive subject, to the addresses listed below (or notified in writing) and will be effective on the
next business day after being sent. In the absence of a valid Customer e-mail address, UiPath can use an e-mail address publicly
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available, or any email addresses previously used in communication with UiPath. Notices on updates, security fixes,
vulnerabilities and other technical information, will be sent to the Customer e-mail address(es) enrolled for those purposes
in UiPath�s database.
To UiPath To Customer
Privacy: privacy@uipath.com Security: security.breach@uipath.com E-mail address of the business
account contact if different than
Invoicing: CustomerPo@uipath.com Others: contractnotice@uipath.com
that on record with UiPath
Compliance: legal.compliance@uipath.com Support: per Support Terms
[Contact E-mail]
13.10. Publicity. Customer authorizes UiPath to publicly identify it as a customer and include the Customer's name,
trademarks and logo on UiPath's website and other promotional and marketing materials.
13.11. Waiver and Reservation of Rights. Failure or delay in exercising any right, power or remedy under this Agreement
shall not operate as a waiver. Any rights and remedies prescribed in this Agreement are cumulative and not exclusive of any
others provided by law. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent
breach. Nothing here creates a legal partnership, joint venture, agency, or employment relationship between Customer and
UiPath or their Affiliates.
13.12. Counterparts. This Agreement may be executed in two or more counterparts or electronically, and each of the
counterparts or electronic copies will be deemed an original and together will constitute the same instrument. Each Party
agrees that their electronic signatures, whether digital or encrypted, are intended to authenticate this writing and to have the
same force and effect as handwritten ink signatures. Electronic signature means any electronic symbol or process attached
to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including
facsimile or e-mail electronic signatures.
13.13. Survival. The following sections will survive expiration or termination of this Agreement for any reason: IP Rights,
Payment Terms, Limitation of Liability, Compliance, Governing Law and Dispute Resolution, Notices, Waiver and Reservation
of Rights, Applicable Language and Survival, in addition to any other provisions that, by their content, are intended to survive the
performance, expiration or termination of the Agreement (whether or not expressly stated).
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