Important: This is a legal agreement (the “Agreement”) between you (“Customer”) and Automation Anywhere, Inc. (“Company”). Please read this Agreement carefully before checking the “I agree” box. By checking the “I agree” box, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree, do not check the “I agree” box.
By agreeing to 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.
Use Rights and Obligations. Company grants to Customer a non-exclusive, non-transferable, revocable, restricted right during the term of this Agreement to access and use, free of charge, the on-line software and materials described in Section 1.1 (the “Trial Service”) solely for non-production, internal, non-commercial evaluation use and/or interoperability testing of the Trial Service with Customer’s products or systems. For the avoidance of doubt, Customer can elect to access and use the Trial Service with respect to Automation Anywhere Enterprise and IQ Bot collectively or individually and this Agreement shall apply in each such case. Customer agrees to operate the Trial Service in compliance with any applicable laws including but not limited to the Privacy Laws (as defined in Section 11). Customer further agrees to operate the Trial Service in compliance with any testing procedures and/or usage guidelines provided by Company.
Trial Service. Automation Anywhere Enterprise is Company’s robotic process automation (RPA) software designed to automate any process end-to-end with cognitive software robots. IQ Bot automates business processes that rely on semi-structured or unstructured data hidden in electronic documents, images, emails, and more. IQ Bot leverages multiple AI techniques to intelligently digitize and extract data to make RPA and/or OCR technology even more effective. Customer can access the IQ Bot and/or Automation Anywhere Enterprise by following the applicable instructions provided by Company.
Additional Term. Customer understands and agrees that, in addition to this Agreement, use of Automation Anywhere Enterprise and/or IQ Bot, and any locally-installed software related to the same, shall also be governed by the applicable license agreement provided with such software.
Customer Data. The Trial Service will allow Customer to enter or disclose materials such as (without limitation) unformatted documents, invoices, mortgage documents, contracts and/or other high volume documents in any business process (“Customer Data”), which may contain Protected Health Information or Personal Data (as defined in Section 11). Notwithstanding the foregoing, Customer shall use its commercially reasonable efforts to ensure that Customer Data does not include Personal Data (but instead uses test data which is not identifiable). Further, Customer, if covered by HIPAA, shall comply with the HIPAA Rules’ requirements with regard to uses and disclosures of Protected Health Information, including the minimum necessary requirements, and shall not use or disclose Protected Health Information in conjunction with the Trial Service. Customer represents and warrants that it has all necessary rights and permissions to provide any Customer Data that it furnishes to Company through the Trial Service and agrees that Customer shall have sole responsibility for the accuracy, quality, integrity and legality of all Customer Data. Customer further agrees that Company may retain and use Customer Data, at its sole discretion, for internal training and quality purposes and to enhance, research and analyze Company’s service offerings and models (the “Customer Research Purpose”). Customer also agrees that Company is not obligated to retain or use any Customer Data and that Company shall not be responsible or liable for the deletion, correction, destruction, damage or loss of any Customer Data.
Term and Termination. The term of this Agreement will begin when Customer clicks “Accept” (the “Effective Date”) and will end thirty (30) calendar days after the Effective Date, unless extended by Company, in its sole and absolute discretion. In addition, Company 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 Trial Service and return, or destroy upon Company’s request, all copies of the Trial Service then in Customer’s possession or under Customer’s control. Customer will be solely responsible for any fees, duties, taxes and documentation required to return the Trial Service provided hereunder. The terms in Sections 2 through 11 will survive any termination of this Agreement.
Confidentiality. Customer acknowledges that the Trial Service contains proprietary information and trade secrets of the Company, including without limitation its underlying logic and concepts ("Confidential Information"). Customer shall prevent and refuse to allow any Confidential Information or materials to be disclosed, used, sold, assigned, leased, commercially exploited or marketed in any way or manner by Customer (or Customer’s employees, agents or representatives, if applicable), and Customer shall not permit any such persons to use any portion of the Trial Service for the purpose of, if applicable, deriving the source code of, or defeating any password protections related to, the Trial Service. Without limiting the foregoing, all Confidential Information shall be protected by Customer from disclosure to others with at least the same degree of care as that which is accorded Customer’s own proprietary information, but in no event with less than reasonable care. Company may publicly disclose that the Trial Service is being evaluated and the results of any evaluation, provided that the disclosed information does not specifically identify Customer.
Ownership; Intellectual Property Protection. Except as otherwise expressly stated herein, nothing in this Agreement creates any right of ownership or license (by implication, estoppel, or otherwise) in and to the other party’s intellectual property, and each party will continue to independently own its intellectual property and proprietary information. Company will own all intellectual property rights, title, and interest in and the Test Service and to any and all feedback, ideas, reports, recommendations, analyses, data, evaluation materials, records, designs, inventions, specifications, and other materials created under this Agreement, whether created or gathered by Customer or Company during the course of, or as a result of, this Agreement. Any rights not expressly granted to Customer herein are reserved by Company. Customer agrees to assign to Company all rights it may otherwise have to these tangible and intangible items. Customer agrees not to remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Trial Service. The placement of a copyright notice on any Trial Service or documentation will not constitute publication or otherwise impair the confidential or trade secret nature of the Trial Service or documentation. Customer agrees not to copy, modify, translate, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt by any means to discover or obtain proprietary information included in the Trial Service. Any such copies, modifications, compilations, or derivative works that may be prepared will be owned by, and be the sole property of, Company.
No Commercial Obligation. Company may, in its sole discretion, make the Trial Service generally available to its customers or, if already commercially available, continue to make such products and services available to its customers; provided, however, Company will have no obligation to do so. If Company makes the Trial Service generally available to its customers, Customer will be under no obligation to contract for the Trial Service as a result of participation in this Agreement.
Indemnification. Customer will indemnify, defend, and hold Company harmless from and against any loss, cost (including all legal fees), claim, injury, or other liability (including, without limitation, any regulatory fines) asserted by any person not a party to this Agreement, which relates to, or arises out of, directly or indirectly, (i) any breach by Customer of the Privacy Laws relating to the Customer’s provision of Customer Data, (ii) any breach of the warranties contained in Section 1.3 or Section 11.1, or (iii) use of the Trial Service in violation of this Agreement.
LIMITATION OF LIABILITY. Except for (I) CUSTOMER’S BREACH OF USE RIGHTS AND OBLIGATIONS IN SECTION 1, (II) CUSTOMER’S BREACH OF OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN SECTION 3, (III) CUSTOMER’S BREACH OF INTELLECTUAL PROPERTY PROTECTION OBLIGATIONS IN SECTION 4, (IV) CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 6, AND (V) CUSTOMER’S BREACH OF SECTION 11.1, in no event shall either party be liable to THE OTHER PARTY for any special, indirect, incidental or consequential damages.
EXCEPT FOR CUSTOMER’S (I) BREACH OF USE RIGHTS AND OBLIGATIONS IN SECTION 1, (II) CUSTOMER’S BREACH OF OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN SECTION 3, (III) CUSTOMER’S BREACH OF INTELLECTUAL PROPERTY PROTECTION OBLIGATIONS IN SECTION 4, (IV) CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 6, AND (V) CUSTOMER’S BREACH OF SECTION 11.1, EACH PARTY’S LIABILITY TO THE OTHER PARTY SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR U.S. $100.00, WHICHEVER IS LESS.
Disclaimer. THE PARTIES ACKNOWLEDGE THAT THE TRIAL SERVICE IS provided to Customer PURSUANT TO AND FOR THE PURPOSES OF THIS agreement ARE PROVIDED "AS IS", “as available”, and without any warranty whatsoever. Company disclaims any and all warranties, express, implied or statutory including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, or accuracy or completeness of responses or of results, or lack of negligence or lack of workmanlike effort. No Company agent or employee is authorized to make any modifications, extensions, or additions to this warranty.
Export Compliance and Foreign Reshipment Liability. Customer will not export, or re-export, either directly or indirectly, any Trial Service, hardware, or technical information, or portions thereof, if provided, without first obtaining written permission from Company and any and all necessary licenses from the United States government and any other applicable government. Customer will be deemed to be the importer of record of any Trial Service provided to Customer outside of the U.S., and will be responsible for any related import filings, requirements, documentation, fees, taxes, duties, or other compliance obligations imposed by the applicable destination country or jurisdiction.
Costs. Customer and Company will each be responsible for its own respective costs and expenses for performing under this Agreement.
11.1. For the purposes of this Agreement, “Privacy Laws” means all state, federal, and international laws and regulations, including (without limitation): the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations and the Health Information Technology for Economic and Clinical Health Act (HITECH) and its implementing regulations (collectively, the HIPAA Rules); and laws and regulations of the European Union, the European Economic Area, their member states and the United Kingdom, related to data privacy, including (without limitation) the EU General Data Protection Regulation (2016/679) (“GDPR”) and any applicable national implementing laws. The term “Protected Health Information” as used in this Agreement shall have the meaning given to it in the HIPAA Rules. The terms “Personal Data”, “Data Subject(s)” and “Controller” as used in this Agreement shall have the meanings given to them in the GDPR. The parties acknowledge and agree that each party shall be a separate Controller in respect of any Personal Data contained in the Customer Data and each party shall be responsible for its compliance with the applicable Privacy Laws with respect to the Customer Data. With respect to any Personal Data contained in the Customer Data, Customer represents and warrants that: (i) the Personal Data has been collected in strict compliance with the applicable Privacy Laws; (ii) it has properly notified Data Subjects concerned that their Personal Data will be transferred to third parties including Company, and will be processed by Company for the purposes set forth in this Agreement (including, without limitation, the Customer Research Purpose); and(iii) it has all necessary rights to transfer any Personal Data contained in the Customer Data to Company for the purposes set out in this Agreement and such transfer of the Personal Data and processing by Company in accordance with this Agreement is and shall be in compliance with the Privacy Laws. Customer further represents and warrants that (a) it has a lawful basis for processing (and instructing Company to process) Personal Data included in Customer Data as set forth in this Agreement, and (b) unless expressly authorized in writing by Company, Customer Data shall not include any Special Category Data (as defined in the GDPR), Protected Health Information, credit card information, financial information, social security numbers and/or payment information data.
11.2. Customer and Company acknowledge and agree that the terms set forth in the Data Processing Addendum shall (i) also apply with respect to Company’s processing of Personal Data included in Customer Data, and (ii) are hereby incorporated into this Agreement by reference.
11.3. Customer acknowledges that Company is not a Business Associate, as defined by the HIPAA Rules, and does not access, create, receive, maintain, or transmit Protected Health Information for or on behalf of Customer.
General Provisions. This Agreement (including the Data Processing Addendum) constitutes the entire agreement between Customer and Company and supersedes all previous agreements and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement will be governed by the laws of the State of California, excluding its conflicts of laws rules, and the parties submit to exclusive jurisdiction and venue in an appropriate court sitting in Santa Clara County, California, USA. If any part of this Agreement is found to be void, unenforceable or invalid, it will not affect the other provisions of this Agreement. This Agreement can only be modified by a writing signed by both parties. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Neither party will assign this Agreement or any right or obligation hereunder without the other party’s prior written consent. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No person or entity other than the parties will have any right to enforce or seek enforcement of this Agreement. Each party will perform its obligations hereunder as an independent contractor and not as an agent or representative of the other party. Nothing in this Agreement will be deemed or construed as creating a partnership, joint venture, or any similar relationship between the parties.
LAST MODIFIED: APRIL 04, 2019