Important: This is a legal agreement (the “License Agreement”) between you and Automation Anywhere, Inc. (the “Company”) that states the terms that govern your use of the Company’s software. Please read this License Agreement carefully before pressing the “Agree” button. By pressing “Agree,” you agree to be bound by the terms of this License Agreement. If you do not agree, press “Cancel,” in which case you may not use the software.
By agreeing to this License Agreement, you represent that you have full power, capacity and authority to accept the terms of this License Agreement. If you are accepting the terms of this License Agreement on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such other entity to this License Agreement. If you wish to include an Affiliate to order the Software (defined in section 1.1) under the terms of this Agreement, you may do so. That authorized Affiliate will be authorized to purchase for that order only, and you will be jointly and severally liable with the Affiliate for its use of the Software and compliance with the License Agreement. “Affiliate” means an entity that you control, controls you, or is under common control with you.
- Grant of License for Registered Users; Payment of License Fee.
1.1 Subject to the terms and conditions of this License Agreement, (including payment of all applicable license and / or other fees), the Company grants you a limited, non-exclusive, non-transferable license to use the program with which this license is distributed (the "Software"), including any documentation files accompanying the Software (the "Documentation"), as described in the applicable section under sections 1.2, 1.3, and 1.4 below, on a single server (if the Software is server based) or desktop computer (the "Computer") to support up to the number of simultaneous users for which you have paid the license fee(s) provided that: (i) the Software is installed on only one server or personal computer; (ii) the Software is NOT modified; (iii) all copyright or other proprietary rights notices are maintained on the Software; and (iv) you agree to be bound by the terms of this License Agreement. The Software and Documentation shall be used only by you, only for your own personal or business use (as applicable, per the specific type of license purchased by you), and not for the benefit of any other person or entity.
1.2 If you received the Software for evaluation purposes, this is an evaluation license and the Software may solely be used for determining whether to purchase a production license for the Product from the Company and the Software may only be used in your non-production information technology environment. Further, if you received the Software for evaluation purposes, the Software and Documentation are provided “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE USE OF THE SOFTWARE OR THE DOCUMENTATION WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT USE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT THE COMPANY WILL CORRECT ANY ERRORS, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. Moreover, if you received the Software for evaluation purposes, you acknowledge and agree that you are solely responsible for use and evaluation and that section 6 (limited warranty) does not apply to you.
1.3 If you received the Software for the purpose of training your employees (and not to automate your business process), this is a training license and, notwithstanding anything else in this License Agreement, the Software and Documentation may solely be used for internal training and only in your non-production information technology environment.
1.4 If you received the Software as a part of your paid production license, this is a subscription license and the Software and Documentation may solely be used for your ordinary internal business operations. Your third-party service providers may use the Software on your behalf provided that you shall be responsible for the acts or omissions of such third-party service providers as if you had acted or failed to act as it relates to this License Agreement and your obligations and restrictions hereunder or your obligations under any applicable law.
1.5 The Company’s maintenance and support obligations for the Software (“Support”), if any, are available through the applicable Software order form provided by the Company, which: (a) specifies the Software licensed by you; (b) references this License Agreement; and (c) is signed by authorized representatives of you and the Company (“Order Form”). In the event of a conflict between the terms of this License Agreement and any applicable Order Form, and unless such Order Form explicitly states otherwise, the terms of this License Agreement shall prevail.
1.6 You shall pay the Company the applicable license and / or other fees, without offset or deduction and in US dollars, according to the terms set forth in the applicable Order Form. All fees and other amounts payable by you under this License Agreement are exclusive of taxes and similar assessments. You are responsible for all taxes, assessments, duties and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by you hereunder, other than taxes imposed on the Company’s income.
- No Ownership
The Software is licensed, not sold. You have no ownership rights in the Software. Rather, this License Agreement grants to you a limited license to use the Software as discussed herein and only for as long as this License Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with the Company. Except as specifically set forth herein, any use of the Software by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.
The Software and Documentation contain material that is protected by United States federal and state copyright, trademark and trade secret law, and by international treaty provisions. The Company expressly reserves all rights not granted to you. You may not remove any proprietary notice from any copy of the Software or Documentation.
Except as expressly set forth herein, you may not publish, display, disclose, rent, lease, transfer, modify, loan or distribute the Software or Documentation, or create derivative works based on the Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, or otherwise reduce any executable software elements of the Software to human readable form. You may install and use one copy of the Software, on a single Computer. You may store an inactive copy of the Software on a storage device, such as a network server, for archival purposes only; however, you must acquire and dedicate a license for each separate Computer on which the Software is installed from the storage device. A license for the Software may not be shared or used concurrently on different Computers. You may not use the Software for the purpose of competitive analysis, benchmarking, designing or otherwise creating a software program that performs similar functions, or for comparing the Software with any similar third-party products or your products.
You acknowledge that the Software and Documentation contain proprietary information and trade secrets of the Company, including without limitation Company source code and its underlying logic and concepts ("Confidential Information"). You shall prevent and refuse to allow any Confidential Information or materials to be disclosed, used, sold, assigned, leased, sub-licensed, commercially exploited or marketed in any way or manner by you (or your employees, agents or representatives, if applicable), and you shall not permit any such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating any license key related to the Software. Without limiting the foregoing, all Confidential Information shall be protected by you from disclosure to others with at least the same degree of care as that which is accorded your own proprietary information, but in no event with less than reasonable care.
- Limited Warranty
THE COMPANY WARRANTS, FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE, THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND THE COMPANY'S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT THE COMPANY'S SOLE DISCRETION, CORRECTION OR REPLACEMENT OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE, SUBJECT TO, AT THE COMPANY’S REQUEST, YOUR RETURNING TO THE COMPANY ALL COPIES OF THE SOFTWARE AND DOCUMENTATION. IF THE COMPANY CORRECTS ANY DEFECT OR REPLACES THE SOFTWARE, THIS LIMITED WARRANTY CONTINUES TO RUN FROM THE DATE OF PURCHASE AND NOT FROM YOUR RECEIPT OF THE CORRECTION OR REPLACEMENT.
THIS LIMITED WARRANTY ABOVE IS THE ONLY WARRANTY PROVIDED BY THE COMPANY REGARDING THE SOFTWARE. EXCEPT FOR THIS LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" AND USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES, SO THEY MAY NOT APPLY TO YOU.
- Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS, GOODWILL OR REPUTATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, OR SUPPORT, OR FOR ANY CLAIM BY ANY OTHER PARTY, WHETHER FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT (INCLUDING, WITHOUT LIMITATION, RELATING TO THE SOFTWARE, DOCUMENTATION, OR SUPPORT, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM UNDER THIS LICENSE AGREEMENT. BECAUSE SOME STATES / COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
The Company agrees to indemnify and hold you and your officers, directors, employees, agents, licensors, and service providers harmless from and against third-party claims based on the Company’s gross negligence or willful misconduct, or claims that the Software or Documentation violates a third party’s rights, including intellectual property rights, to the extent that the alleged claim does not arise from your or any of your authorized users’: (i) negligence or willful misconduct; (ii) use of the Software or Documentation in a manner not authorized or contemplated by this License Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by the Company or authorized by the Company in writing;(iv) modifications to the Software (including any modifications to the Software not made by the Company); and / or (v) violation of any applicable law or third party’s rights, including intellectual property rights.
You agree to indemnify, defend (if the Company so requests), and hold the Company and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs and expenses (including reasonable attorneys’ fees) made against you or the Company by any third party due to, arising out of, or resulting from your or any of your authorized users’: (i) negligence or willful misconduct; (ii) use of the Software or Documentation in a manner not authorized or contemplated by this License Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by the Company or authorized by the Company in writing; (iv) modifications to the Software (including any modifications to the Software not made by the Company); and / or (v) violation of any applicable law or third party’s rights, including intellectual property rights. You may not settle any third-party claim against the Company unless such settlement completely and forever releases the Company from all liability with respect to such claim or unless the Company consents to such settlement, and further provided that the Company will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
- Compliance with Laws.
9.1 Export. This License Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the Software or information about such Software which may be imposed from time to time by the government of applicable countries. You shall not export the Software, Documentation, or information about the Software or Documentation without prior written consent of the Company and compliance with such laws, regulations, orders, or other restrictions.
9.2 Data Protection. If the Company processes Personal Data (as defined in the DPA) on your behalf pursuant to this License Agreement, then you and the Company will comply with the terms of the AAI Data Processing Addendum currently made available through the Order Form (the “DPA”).
9.3 Compliance with Laws. You and the Company will comply with all Applicable Data Protection Laws (as defined in the DPA) and all international, federal, state, provincial and local laws relating to (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.; and (b) discrimination against employees or job applicants based on race, color, religion, sex, national origin, veteran status or disability.
- Term and Termination
The term of this license is dependent on your subscription type and period. Upon payment of the Subscription Fee by you, this License Agreement will remain effective until the expiration of your subscription period, unless it is terminated. You may terminate this License Agreement at any time by destroying or returning to the Company all copies of the Software and Documentation in your possession or under your control and provided that all License Fees and other applicable fees have been paid by you and will not be returned to you. The Company may terminate this License Agreement upon determination by the Company that you have: (i) violated any of the terms of this License Agreement; (ii) become insolvent or are generally unable to pay; and / or (iii) filed, or have had filed against you, a petition for voluntary or involuntary bankruptcy or insolvency. If you are using the license to conduct an authorized evaluation of the software, your license rights are terminated upon conclusion of the evaluation period, expiration of the license keys or when notified by the Company. Upon notification of termination, you agree to return to the Company, or destroy at the Company’s request, all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been returned or destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this License Agreement. Further, the parties hereto acknowledge and agree that a breach or threat of breach by a party of its obligations hereunder would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agree that the other party will be entitled to seek equitable and / or any other relief available to it. Such remedies are not exclusive and are in addition to all other remedies available to the parties at law, in equity, or otherwise.
You hereby authorize the Company to publicly identify you as a customer of the Company. The Company will include your name and logo on the Company's website and other promotional and marketing materials unless you expressly notify the Company otherwise in writing.
12.1 This License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. You may not assign or transfer this License Agreement or any rights hereunder to any other person or entity without the prior written consent of the Company. This Agreement is governed by California law excluding its conflict of law principles when parties are in North America (“Americas”) or by England and Wales law excluding its conflict of law principles when parties are in any other countries outside of the Americas (“Rest of World”). For any dispute arising out of or relating to this Agreement (if the parties do not reach a settlement within 60 days), the parties consent to personal jurisdiction in, and the exclusive venue of, the courts situated in Santa Clara County, State of California, US, for the Americas, or London courts, for the Rest of World, provided however, that the Company will have the right to pursue claims against you in any other jurisdiction worldwide to enforce its rights under this License Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. If this License Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern.
12.2 This License Agreement shall constitute the entire agreement between the parties hereto regarding the subject matter herein and this License Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, such part will be excluded as narrowly as possible and such part will not affect any other term or provision of this License Agreement. The remainder of this License Agreement shall be interpreted so as to reasonably effect the original intention of the parties.
12.3 Except as otherwise specified in this License Agreement, notices to the Company must be sent to Legal@automationanywhere.com or Automation Anywhere, Inc., Attn. Legal Department, P.O. Box 640007, San Jose, CA 95164. Notices to you will be sent to the email address you provided on the applicable Order Form. Notice to the Company is effective upon receipt by the Company. Notice to you is effective upon dispatch by the Company.
12.4 The Software contains open source software covered by a different license. The Company’s obligations set forth in this Agreement do not extend to any such software. You agree that all such software shall be and shall remain subject to the terms and conditions under which the software was or is provided, and / or any other applicable terms and conditions. Any such software, and the notices, license terms and disclaimers applicable to such software shall be identified to you from time to time in writing (to the email address you provided on the applicable Order Form or by a notice visible within the Software).
12.5 This Software and its accompanying Documentation are “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212, and may only be provided to or obtained by the United States government: (1) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (2) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227-7201.1 and 227.7202-3.
12.6 If you have any business questions about the Software, please contact the Company at firstname.lastname@example.org or
633 River Oaks Pkwy,
CA 95134, USA.
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