Evaluation Agreement (Appsmith Software)

This Evaluation Agreement (the “Agreement”) sets forth the terms and conditions upon which Automation Anywhere, Inc., a California corporation with offices at 633 River Oaks Parkway, San Jose,‎ CA‎ 95134 U.S.A., for itself and on behalf of its Affiliates (“AAI”), shall provide, and you (“Customer”) shall obtain, the use of Appsmith, Inc. software (the “Software”) to Customer on a trial basis (the “Trial”).

By agreeing to this Agreement by clicking a box indicating acceptance, Customer represents that Customer has full power, capacity, and authority to accept the terms herein. 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.

• Access Grant. AAI hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable limited license to use the Software solely for testing and evaluation purposes, through May 12, 2025 unless extended in AAI’s sole discretion (the “Evaluation Period”). Customer may not use the Software for any purpose other than Customer’s trial and evaluation for its own prospective internal business use, and providing AAI with Feedback (as defined below).
• Confidentiality. Customer recognizes that all information disclosed by AAI under or in connection with this Agreement may be confidential, proprietary or a trade secret and the property of AAI and its licensors. Customer agrees, unless otherwise specified herein: (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 trial and evaluate the Software for Customer’s own prospective internal business use. For the avoidance of doubt, the parties acknowledge and agree that the fact that Customer is evaluating the Software, and the Customer’s experience in evaluating the Software, are confidential information of AAI and Customer under this Agreement.
• Customer Acknowledgments.
  
  • Customer acknowledges that some or all of the Software 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.
  • Customer also acknowledges that AAI may choose to offer support during the course of providing the Software. Any support that AAI provides during the Trial is entirely within AAI’s discretion.
• Restrictions on Use. Customer must use the Software in a non-production environment only, and may not use the Software to process Personal Data, sensitive data, or confidential information. “Personal Data” means (a) personal data, personal information, personally identifiable information, or similar term as defined by any applicable law or (b) if not defined by any applicable law, any information that relates to an identified or identifiable natural person. Information disclosed by Customer to the Software may be processed by Predikly LLC.
• Feedback. Any suggestions, comments, or feedback concerning the features and functionality of the Software, including but not limited to usability, bugs, and test results, that Customer provides to AAI (“Feedback”) will be the sole and exclusive property of AAI. Customer hereby irrevocably transfers and assigns to AAI and agrees to irrevocably assign and transfer to AAI all of Customer’s right, title, and interest in and to all Feedback including all intellectual property rights therein.
• Intellectual Property Ownership. 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 Software, including all of its related intellectual property rights.
• Term/Termination. This Agreement shall commence upon signature by Customer and will be in effect through the expiration of the Evaluation Period, unless terminated earlier by AAI for any reason upon written notice to Customer or extended by mutual written consent of the parties. Customer acknowledges and agrees that its rights to use the Software under this Agreement will terminate upon expiration of the Evaluation Period.
• DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. THE SOFTWARE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT IT IS 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 SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ERRORS WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
• 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 SOFTWARE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE AAI GROUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRIAL, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED ONE THOUSAND DOLLARS ($1000.00). 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.
• Survival. The terms in Sections 2, 5, 6, 8, 9, and 10 herein will survive any termination or expiration of this Agreement.