Last Revised: March 27, 2020
Important: This is a legal agreement (“Agreement”) between you (the “Customer”) and Automation Anywhere, Inc. (“AAI”). This Agreement governs Customer’s use of the Services (defined below).
By accepting this Agreement by either (1) clicking a box indicating acceptance, (2) executing an order form that references this Agreement, or (3) using free Services, Customer agrees to the terms of this Agreement. Customer represents that Customer has full power, capacity and authority to accept the terms of this Agreement. If Customer is accepting the terms of this Agreement on behalf of an employer or another entity, Customer represents that Customer has full legal authority to bind such employer or such other entity to this Agreement.
“Affiliate” means any entity not under sanctions or embargo restrictions by the U.S. Government that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Beta Services” means services or functionality that may be made available to Customer to try at its option at no additional charge which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Confidential Information” has the meaning given to it in Section 4.1.
“Documentation” means AAI’s installation guides and/or manuals, operating instructions and technical specifications necessary to enable Customer to properly install, configure and use the Services, updated from time to time, and made available through download or during installation of the Services.
“Services” means the Community Edition version of AAI’s software that is made available online by AAI. Unless otherwise indicated, the definition of Services shall include Beta Services.
“Term” has the meaning given to it in Section 3.1.1.
Use Rights and Obligations. AAI grants to Customer a limited, non-exclusive, non-transferable, personal, revocable, right to access and use the Services in amounts provisioned for Customer by AAI solely for Customer’s internal use in connection with Customer’s ordinary business operations, for the term described in Section 3 below. Customer agrees to operate the Services in compliance with the terms of this Agreement and any applicable laws, including but not limited to the Privacy Laws (as defined in Section 9 below).
Eligibility. Customer may only use Community Edition if Customer is: (1) a natural person, in which case, Customer may only use the Services on one (1) machine; or (2) a “Small Business”, in which case the Small Business, including all its Affiliates, may only process/upload up to 100 pages per month with IQ Bot and there may only be up to five (5) users of the Community Edition. A Customer’s organization is considered a Small Business if: a) the organization has less than 250 machines (physical or virtual), b) the organization has less than 250 users, and c) the organization has less than $5 million US dollars in global annual revenue. If your organization exceeds any one (1) of the three (3) criteria listed above, your organization is not considered a Small Business. A Customer can access the Community Edition by following the applicable instructions provided by AAI.
Use Restrictions. Except as otherwise provided in this Agreement or as required by law or by the terms of a third-party license, Customer shall not, and shall not permit any employees, agents, or representatives to: (a) disclose, sell, assign, lease, commercially exploit or market any part of the Services or AAI Confidential Information in any way or manner; (b) copy, modify, enhance, translate, supplement, create derivative works from, or remove any proprietary notices or labels from any part of the Services or AAI Confidential Information; (c) disassemble, decompile, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any AAI Confidential Information; or (d) use any Services which have not been provisioned by AAI for Customer’s use under this Agreement. Except as expressly permitted in this Agreement, Customer shall not cause or permit competitive analysis, benchmarking, or the use, evaluation or viewing of the Services for the purpose of testing, designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by the Services. Any use of the Services in breach of the foregoing by Customer that in AAI’s judgment threatens the security, integrity or availability of the Services, may result in AAI’s immediate suspension of the Services, however AAI will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
Customer Responsibilities. Customer is responsible for use of the Services by all users that access the Services with Customer’s account credentials. Therefore, Customer is responsible for:
Customer also agrees that it will not, and will not engage or authorize any third party to, perform any penetration testing of the Services without obtaining AAI’s prior written permission.
Ownership; Intellectual Property Protection. Subject to the limited rights expressly granted hereunder, AAI, its Affiliates and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. The placement of a copyright notice on any part of the Services or AAI Confidential Information will not constitute publication or otherwise impair the confidential or trade secret nature of the Services or AAI Confidential Information.
Customer Inactivity. If Customer’s account remains inactive for ninety (90) days or more, AAI may, at its sole discretion, delete or remove certain types of data from the Services, including but not limited to files uploaded by Customer, or reports derived from Customer’s use of the Services.
Term and Termination. The term of this Agreement (the “Term”) will begin when Customer clicks “Get Started” and will end twelve (12) months after the Effective Date, unless extended by AAI, in its sole and absolute discretion. In addition, AAI may, in its sole and absolute discretion, terminate this Agreement immediately upon written or electronic notice to Customer. Upon termination of this Agreement, Customer will cease all use of the Services provided hereunder and return, or destroy upon AAI’s request, all copies of any part of the Services then in Customer’s possession or under Customer’s control. The terms in Sections 2.3, 2.5, 3, 4, 5.2, 6, 7, 9 and 11 – 16 will survive any termination of this Agreement.
This Agreement is effective as of January 23, 2020 and supersedes the Agreement effective as of October 25, 2019.