IMPORTANT: READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE THAT IS SUBJECT TO THIS AGREEMENT OR ORDERING ANY SERVICES. BY DOWNLOADING OR USING THE SOFTWARE OR ORDERING ANY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE OR ORDERING ANY SERVICES.
1. Grant of License for Registered Users; Payment of License Fee; Optional Services.
(a) Subject to the terms and conditions of this Agreement, Automation Anywhere, Inc (the "Company"), grants you a limited, non-exclusive, non-transferable license, effective only during the trial period set forth on the Company's web site (the "Trial Period"), to use the program with which this license is distributed (the "Software"), including any documentation files accompanying the Software (the "Documentation"), on a single server (if the Software is server based) or personal computer or workstation (the “Computer”) to support up to the number of simultaneous users for which you have paid the license fee provided that: (i) the Software is installed on only one server or personal computer; (ii) the Software is NOT modified; (iii) all copyright notices are maintained on the Software; and (iv) you agree to be bound by the terms of this 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. After expiration of the Trial Period, the license granted hereunder will immediately terminate, unless the term is extended pursuant to Section 1(b) below.
(b) Upon expiration of the Trial Period, if you elect to continue use of the Software in accordance with the terms of this Agreement, you may pay to the Company the applicable license fee set forth on the Company's web site. Upon complete payment by you, and receipt and acceptance by the Company, of the applicable license fee, the license granted hereunder shall continue for the term set forth in Section 10 below.
(c) Upon your submission and the Company's acceptance from time to time of one or more written orders (each an “Order”) for pre-sales services and/or services described on http://www.automationanywhere.com/services/consultingService.htm, as the same may be updated from time to time (“Services”), the Company shall use reasonable efforts to perform such Services. You hereby appoint the Company as your agent and attorney-in-fact for purposes of obtaining any third party content and/or accessing any third party resources on your behalf. You also will provide to the Company software license(s) necessary for effective execution of the Services. Subject to your timely payment of fees and expense reimbursement for Services under this Agreement, the Company hereby grants to you a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense only your subcontractors) to use, copy, modify, create derivative works based upon, distribute, display, and perform, only for your internal business operations, any document or software owned by the Company and delivered to you in connection with the Services, not including the Software and/or Documentation licensed in Section 1(a) above (“Deliverables”). You may use Services and Deliverables only in connection with a copy of the Software appropriately licensed in Sections 1(a) or (b) above.
2. Ownership
You have no ownership rights in the Software or Deliverables. Rather, this Agreement grants to you a limited license as discussed herein to use the Software and Deliverables only as long as this Agreement remains in full force and effect. Ownership of the Software, Documentation, Services and Deliverables, 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 Agreement.
3. Copyright
The Software, Documentation and Deliverables 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 of Automation Anywhere, Inc from any copy of the Software, Documentation and/or Deliverables.
4. Restrictions
You may not copy, publish, display, disclose, rent, lease, modify, loan or distribute the Software, or create derivative works based on the Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. You may install and use one copy of the Software, on a single Computer. You may store a copy of the Software on a storage device, such as a network server, however, you must acquire and dedicate a license for each separate Computer on which the Software is installed from the storage device. The primary user of the Computer on which the Software is installed may make a second copy for his or her exclusive use on a portable computer as long as you only use it on one computer at a time. A license for the Software may not be shared or used concurrently on different Computers.
5. Confidentiality
You acknowledge that the Software and Deliverables 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 not 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 thereof for the purpose of deriving the source code thereof or defeating any key related thereto. Without limitation of 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.
6. Limited Warranty; Your Representations and Warranties
(a) 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 OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY THE COMPANY REGARDING THE SOFTWARE, DOCUMENTATION, SERVICES AND/OR DELIVERABLES. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS." 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 SOFTWARE, DOCUMENTATION, SERVICES AND/OR DELIVERABLES WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THEY WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THEY ARE COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.
(b) You specify certain details concerning the Services and accordingly represent and warrant that: (i) the performance of the Services will not violate any law, regulation, or court order of any applicable jurisdiction and is not subject to any pending or threatened litigation or governmental action that could interfere with the performance of the Services; and (ii) you at your expense have obtained all permissions and intellectual property and other rights from third parties that are necessary for the Company to perform the Services, such as all rights to access third party infrastructure and content, and to copy and distribute all third party content obtained via such access, and you shall provide written copies of all such rights and permissions to the Company upon request.
7. Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, SERVICES AND/OR DELIVERABLES, OR FOR ANY CLAIM BY ANY OTHER PARTY, WHETHER FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, SERVICES AND/OR DELIVERABLES, OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE APPLICABLE FEES PAID BY YOU UNDER THIS 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.
8. Export Restrictions
THIS 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 DELIVERABLES OR INFORMATION ABOUT THE SAME WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF APPLICABLE COUNTRIES. YOU SHALL NOT EXPORT THE SOFTWARE, DOCUMENTATION, OR DELIVERABLES, OR INFORMATION ABOUT THE SAME, WITHOUT PRIOR WRITTEN CONSENT OF THE COMPANY AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
9. Indemnification.
You agree to defend, indemnify, and hold harmless the Company and its officers, employees, agents and representatives from any demand, claim, loss, liability or damage, including reasonable attorneys' fees and costs (“Losses”), that it or any of them may incur by reason of or arising out of any third-party claim that is based in whole or in part upon any claim or allegation relating to the use of the Software or Deliverables by you (or your employees, agents or representatives, as applicable) or to the Services, or upon breach of any of your representations and warranties. You shall not, however, be liable under the foregoing indemnity to the extent that any such Losses are finally determined, as the case may be, to have resulted primarily from the gross negligence, willful misconduct or bad faith of any indemnified person in connection with the Services.
10. Term and Termination.
The license granted under Section 1(a) hereunder shall be effective during the Trial Period. After the Trial Period, this Agreement shall continue in effect only upon complete payment by you, and acceptance by the Company, of the applicable license fee (as set forth in Section 1(b) above). Upon payment of the applicable fee(s) by you, this Agreement will remain effective until it is terminated. Services shall be provided only for the term of the applicable Services Order. Either party may terminate any or all of the Services for any reason or no reason, upon at least ten (10) calendar days prior written notice to the other party, and in such event, you agree to pay the Company only for the Services performed prior to the termination date. You may terminate this Agreement at any time by destroying or returning to the Company all copies of the Software, Documentation and Deliverables in your possession or under your control. The Company may terminate this Agreement upon determination by the Company that you have violated any of the terms of this Agreement. Upon notification of termination (which may be posted generally upon the Company's web site), you agree to destroy or return to the Company all copies of the Software, Documentation and Deliverables and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, accrued but unpaid fees and expenses, representations and warranties, indemnification, non-solicitation and non-disclosure shall survive the termination of this Agreement.
11. Publicity
You hereby authorize the Company to publicly identify you as a customer of the Company and include your name and logo on the Company's website and other promotional and marketing materials.
12. Non-Solicitation
During the term of any applicable Services Order and for one (1) year thereafter, you agree not to solicit for employment or contracting any employees or subcontractors of the Company who have directly or indirectly supervised or provided Services under this Agreement, without the prior written consent of the Company; provided that this Section does not restrict solicitation by means of advertising directed to the general public.
13. General
This 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 Agreement or any rights hereunder to any other person or entity without the prior written consent of the Company. This Agreement shall be construed, interpreted and governed by the laws of the State of California, in the United States of America (USA) without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate court sitting in Santa Clara County, California, USA. Neither party shall be liable for any breach or delay under this Agreement (other than the obligation to pay money) to the extent breach or delay is beyond the reasonable control of such party, such as action or inaction of governmental authority; natural disaster; labor disputes; criminal activity; failures of telecommunications facilities or the internet; denials of access to infrastructure by third parties; war; riot; or act of God. This Agreement shall constitute the entire agreement between the parties hereto. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties.