This Intelligent Automation Cloud – Enterprise Edition Beta Evaluation Agreement (this “Agreement”) is a binding agreement between Automation Anywhere, Inc., a California corporation with offices at 633 River Oaks Parkway, San Jose, CA 95134 U.S.A. (“AAI”), and ___________________________, (the “Subscriber”) regarding the provision of AAI's A2019 Cloud Software (the “AAI Services”) to Subscriber on a beta test trial basis (the “Trial”).
1. License Grant. AAI grants Subscriber a non-exclusive, non-sublicensable, non-transferable limited license to access and use the AAI Services solely for testing and evaluation purposes, for the duration of the Trial which shall not exceed thirty (30) days from the date both parties execute this Agreement. Subscriber may not use the AAI Services for any purpose other than Subscriber’s trial and evaluation.
2. Confidentiality. Both AAI and Subscriber recognize that all information disclosed by each other under or in connection with this Agreement may be a trade secret and the property of the disclosing party. The receiving party agrees (i) to hold that information in strict confidence and to take all reasonable precautions to protect such information, (ii) not to communicate, disclose or disseminate it or any information derived therefrom to any third person, including, but not limited to, any affiliated entity, and (iii) not to make any use whatsoever at any time of it except to evaluate a potential business relationship with, investment in or other transaction with the disclosing party (the “Transaction”).
3. Subscriber Information. Subscriber acknowledges that feedback concerning users' experiences with the AAI Services is essential to their improvement. Subscriber agrees that AAI or its licensors may gather information from Subscriber relating to Subscriber’s use of the AAI Services, including frequency of use and nature of use, to be used in connection with evaluating and improving the AAI Services.
4. Subscriber Acknowledgments. Subscriber acknowledges that some or all of the AAI Services to be provided in the Trial may still be under development and may have defects or deficiencies that cannot or will not be corrected by AAI, its licensors or other suppliers. Subscriber also acknowledges that AAI may choose to offer support during the course of providing the AAI Services. Any support that AAI provides during AAI Services is entirely within AAI’s discretion. In the event support is provided, AAI’s Data Processing Agreement located at (https://www.automationanywhere.com/support/DPA.pdf) is hereby incorporated by reference.
5. Termination. AAI may terminate the Trial in its sole discretion at any time with or without prior notice but in no event will this Agreement last longer than thirty (30) days from the date both parties execute this Agreement. Subscriber’s acknowledges and agrees that its rights under this Agreement will terminate concurrently with AAI’s termination of the Trial and that any and all data and/or information utilized or provided during the Trial shall also be deleted.
6. DISCLAIMER OF WARRANTY. THE AAI SERVICES ARE PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH SUBSCRIBER. THE AAI SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THEY ARE FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, OF SATISFACTORY QUALITY, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING, EXCEPT TO THE EXTENT SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. AAI AND ITS LICENSORS AND OTHER SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONALITY OF THE AAI SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR THAT ERRORS WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE AAI SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AAI OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, EMPLOYEES (COLLECTIVELY, THE "AAI GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THE TRIAL, THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE AAI SERVICES. EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE ENTIRE COLLECTIVE LIABILITY OF AAI AND THE AAI GROUP AND SUBSCRIBER'S EXCLUSIVE REMEDY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE TERMINATION OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT APPLICABLE FOR ANY REASON, THE LIABILITY OF AAI, THE AAI GROUP, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.