for RPA trial software (trial version)
1.2 Essentially, you agree that:
1.2.2 We will respect each other’s IP Rights and you will use the Trial Software for the purpose agreed;
1.2.3 You are responsible for the installing of the Trial Software on your infrastructure, including for ensuring the technical equipment to run the trial Software and taking appropriate security measures for protecting your data;
1.2.4 The data you process and generate with the help of the Trial Software for the duration of this Agreement, is hosted on third-party servers and such hosting is governed by the respective providers’ hosting agreement;
1.2.5 You are entirely responsible for the data and information processed with or generated by the Trial Software and for the use of the Trial Software;
2 Parties and purpose of the Agreement
2.1 When we refer to as “us”, the “Company” or any similar term, that means Atomatik Inc and/or any of its wholly owned subsidiaries, as the context may require. Address details for all Atomatik offices are available on the Contact us page and we can be contacted at firstname.lastname@example.org. The specific contracting party which grants you the use of the Trial Software is identified in the correspondence leading to the creation your user account.
2.2 The Company is the lawful holder of all intellectual property rights over the RPA Trial Software a robotic process automation platform for business process automation comprising various modules.
2.3 This Agreement applies to the use of the Trial Software, which is a limited version of the RPA Software, comprising only the Studio module of the software.
2.4 The Trial Software is made available to selected prospective clients, at Company’s discretion (hereinafter referred to as “you” or “User”) for the purpose of testing the suitability of the Trial Software for the User internal needs.
3 Trial Software activation. Acceptance of the Agreement
3.1 In order for you to access and use the Trial Software you will be provided via e-mail with link to a server where you can download the installer file for the Trial Software. The link is addressed uniquely to the User selected by us and may not be transmitted or transferred to third party.
3.5 We will notify you by e-mail of any of material changes to the Agreement and the updated Agreement will be effective within 5 (five) days from the notification date unless otherwise specified in the notification. If you continue to use the Trial Software after any change has taken effect, we will assume that you have agreed with said change. If you do not agree with the amendments, you may terminate this agreement for convenience, with no claims against the Company.
4 License and IP Rights
4.1 Subject to User’s compliance with the terms and conditions of this Agreement, Company grants User during the Term, a limited, non-exclusive, non-transferrable, worldwide right to use the Trial Software, solely for their internal evaluation purposes and for the purpose of testing the suitability of the Trial Software for their internal needs.
4.2 Subject to the terms and conditions of this Agreement, Company further grants to the User, the right to develop and use for its internal purposes RPA Robots using the Trial Software. The license is granted for the Term and is limited, non-exclusive, non-transferrable, worldwide.
4.3 The above-mentioned licenses are free-of-charge for the duration of the Term.
4.4 This Agreement does not grant either Party any rights, by implication, waiver or otherwise, to the other Party’s IP Rights. Company, its affiliates and their licensors own and retain all IP Rights to the Trial Software and any Company Framework IP, including without limitation any integrations, code, patches, materials, data, know-how, background technology, workflows, or similar assistance otherwise provided to User.
4.5 Trial Software may contain or may be used with third party components, including open-source software, which are the property of their respective owners. Notwithstanding anything to the contrary herein, use of the open-source software will be subject to the license terms and conditions applicable to such open-source software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to User hereunder).
5 Acceptable Use
5.1 User agrees to the following:
5.1.1 Not – without the prior written consent of Company – use the Trial Software or RPA Robots for a purpose other than the purpose for which the license is granted herein.
5.1.2 Not – without the prior written consent of Company – transfer, redistribute or share with third parties the Trial Software or the RPA Robots. The User has the right to modify or change the RPA Robots created for its internal purposes, throughout the term of this Agreement.
5.1.3 Keep a complete and accurate record of the copies to the Trial Software made by the User under this Agreement (for normal operational security and back-up purposes).. All such copies shall be destroyed upon request of Company and in the any case upon Agreement’s termination.
5.1.4 Keep in place and maintain adequate security measures to safeguard the Trial Software and the corresponding infrastructure from access or use by unauthorized persons.
5.1.5 Not to copy the Trial Software (or parts thereof), modify, alter, adapt, reproduce, distribute or transfer it in any way to third parties (except as provided in this Agreement) and shall not make error corrections to or in any way interfere with the Trial Software or merge it with or incorporate it into other data, programs or systems which are not pre-approved in written by Company (or attempt to do any of these things). The User may make the Trial Software available to their technology third party provider or partner to be copied and installed for the benefits of the User only. In such case, the third-party provider (and any of its subcontractors) shall be bound by an agreement, which terms and conditions are substantially the same to those contained by this Agreement. Company may request that such agreement with a third-party be presented prior to allowing the use of the Trial Software by the said third party.
5.1.6 To use any Licensing Documentation provided by Company only for the purpose of using the Trial Software in accordance with the terms and conditions of this Agreement. The User shall not copy or reproduce in any way such documentation and shall not permit any other unauthorized person to use such documentation in any way whatsoever.
5.1.7 Not allow other persons to use the Trial Software (except for its Authorized Users). Third-party contractors that use the Trial Software on behalf of the User shall be bound by an agreement, which terms and conditions are substantially the same to those contained by this Agreement. Company may request that such agreement with a third-party be presented prior to allowing the use of the Trial Software by the said third-party.
5.1.8 If Company makes available to the User any bug-fix updates and new versions of the Trial Software, the User shall ensure that they are tested and installed promptly, in accordance with the specifications provided by Company.
5.1.9 Not to remove or alter any copyright notices or similar proprietary devices, including any electronic watermarks or other identifiers that may be incorporated by Company in the Trial Software.
5.1.10 Not to decompile, reverse engineer or decode the Trial Software or translate it into any other computer language (or attempt to do any of these things).
5.1.11 It shall strictly adhere to the rules of use of the Trial Software in the License Documentation, as they are modified and communicated by Company from time to time to the User.
5.1.12 User will not exceed the number of allocated Trial Software licenses, or circumvent any technological protection measures set by Company to control access to the Trial Software.
5.1.13 User will not resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute the rights acquired under this Agreement.
5.1.14 User may allow its Authorized Users to use the Trial Software solely for Customer’s internal business purposes, provided that (i) User ensures its Authorized Users and Affiliates comply with the terms of this Agreement and (ii) User shall be liable towards Company as if their acts and omissions would have been User’s own acts. Upon request, User will provide Company with details and use reports of all Authorized Users having received access to the Trial Software.
5.1.15 Without prejudice to Company’s responsibilities above, the Client shall be under the obligation of collaborating in good faith with Company and of providing timely and correctly the necessary information requested by Company.
5.2 User generated Data. Access. Security
5.2.1 The data User processes and generates with help of the Trial Software (“User generated Data”) will be stored on the infrastructure of the specialized hosting providers contracted by the Company (presently, Amazon Web Services) (“Hosting Providers”). The access to such data bases shall be made via the public Internet and will be dependent upon the service availability of such providers, as undertaken in their respective terms and conditions (https://aws.amazon.com/service-terms/). For avoidance of doubt, the Company does not guarantee access to the User generated Data, except within the limit afforded by the relevant hosting provider from time to time.
5.2.2 Company reserves the right to migrate the User generated Data to any other reputable hosting provider, as the Company may see fit.
5.2.3 User bears the entire responsibility for obtaining all authorizations and permits for the using the Trial Software for data processing, including, without limitation the consent of the relevant User customers.
5.2.4 The User is responsible for backing up all the relevant data, including User generated Data and for ensuring that technical and organization measures are taken, to cover any potential risks relating to the same, including those of unauthorized access, alteration or destruction of data. Any liability of the Company in respect of the same is specifically excluded. Company advises, as a best practice, to frequently back-up the data before installing or accessing the Software and to take precautions as to avoid any loss of data when the Trial Software will no longer be available.
5.2.5 The technical and organization measures undertaken the by the Hosting Providers for the protection of the User generated Data are mentioned in their respective terms and conditions (https://aws.amazon.com/service-terms/) and the User understands and accepts that the Company may not be held liable for the same.
6 Disclaimer and warranty exclusions
6.1 The Trial Software is provided on an “AS-IS” and “AS AVAILABLE” basis. Neither Company, nor its affiliates, licensors, suppliers, their officers, employees or agents make any warranty of any kind (express, implied, statutory or otherwise) in relation to the Trial Software. To the maximum extent permitted by applicable laws, Company specifically disclaims all warranties regarding the Trial Software including availability, service uptime, merchantability, satisfactory quality, fitness for a particular purpose or non-infringement or the ability of the Trial Software to integrate or interoperate with other technologies or third-party software.
6.2 Company disclaims all liability for harm or damage caused by any third-party software or hosting provider. User bears all risks associated with the use of the Trial Software, third-party software, User generated Data or other data used with the Trial Software.
6.3 If the Customer has other statutory rights under the applicable laws, the duration of the statutorily required warranties, if any, shall be limited to the shortest period allowed by the applicable law.
6.4 User acknowledges and accepts that: (i) the Trial Software may substantially differ from commercially released versions and may be subject to changes or may be discontinued at any time; (ii) have different standards of security, privacy, availability, accessibility or reliability and could have functionality defects or blocker(s); (iii) receive automatic updates, which may not be prevented; (iv) be subject to specific limitations, as indicated by Company, (v) Company is under no obligation to provide any support for the Trial Software, (ii) Company may change or discontinue the Trial Software at any time without notice.
7.1 To the maximum extent permitted under applicable laws, Company will not liable for any special, indirect, moral, consequential, incidental, punitive, or exemplary damages, the use or inability to use the software, computer malfunction or failure, server down time, failure of the software to operate with any other programs, loss of profits, reputation, use, or revenue, loss or corruption of data, or interruption of business. Under no circumstances may company or its affiliates be liable for any claims that may be asserted, granted or imposed against, arising from, or in connection with third-party service.
7.2 The Company and, where the case, its affiliates total liability arising out of, or in connection with, the Agreement, and including where the warranty exclusions above are not valid or permitted under the applicable laws, shall NOT exceed one thousand (5,000) EUR. the limitations of liability set forth under this section, whether based on contract or tort, will apply even if the remedy doesn't fully compensate the User and even if Company knew or should have known about the possibility of the damages or the likelihood of their occurrence.
7.3 Customer agrees to indemnify and defend Company, its Affiliates and their respective directors, officers, employees and agents, and hold them harmless against any and all claims and expenses, including attorneys’ fees, arising out of, or in connection with (i) the Company’s or its Authorized Users’ non-compliance with the provisions hereto, (ii) violation of the applicable laws or rights of any third party; and/or (iv) any third-party claim arising out of, or in any way connected with, the User generated Data, personal data and any third-party software used by the Customer in combination with the Trial Software including but not limited to claims of infringement or misappropriation of IP Rights or other proprietary rights
8 Term and Termination
8.1 Unless otherwise agreed by the Parties in writing, this Agreement commences as of the Effective Date and, unless otherwise agreed by the Parties in writing, will continue for 30 (thirty) days until terminated (“Term”) in accordance with this Agreement.
8.2 This Agreement will terminate on expiry of the Term. Company may terminate this Agreement for convenience without notice at any time. If either Party commits a material breach of this Agreement the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 10 (ten) days of the receipt of notice date, the non-breaching Party may immediately terminate this Agreement upon written notice
9 Other aspects
9.1 Any communication in relation to this Agreement may be made in writing by using the contact details provided by the parties in writing, to the extent the method of communication provides evidence of receipt.
9.2 This Agreement is subject to US Delaware law. Any disputes relating thereto shall be settled amicably; if an amicable solution is not found then the dispute shall be subject to the jurisdiction of US Delaware
9.3 Company may, at its expense, verify that Customer’s, and Authorized User’s access, installation or deployment of the Trial Software comply with the terms of this Agreement. Upon request, User will provide Company with details and use reports of all its and its Authorized Users. Additionally, no more than once every twelve (12) months, Company may perform the verifications onsite, either directly or by appointing a subcontractor, and User agrees to provide all the required assistance and support. If the verification discloses a non-conformity User will immediately address it.
9.4 User authorizes Company to publicly identify it as a customer and include the User's name, trademarks, and logo on Company's website and other promotional and marketing materials.
10.1 Unless the context requires otherwise, the terms written in capital shall have the following meaning:
Authorized Users means either Party’s authorized employees, representatives and contractors.
Company Framework IP means any IP Rights owned, created, developed, leased and/or licensed by Company prior to, outside of, or independently from, the Agreement, including without limitation (i) technology, Trial Softwares, methods, algorithms, application programming interfaces, know-how and data, (ii) techniques and skills that are specific to Company’s business, and (iii) common configurations and generic templates that are not specifically related to any User or Company client, and all derivative works for items (i) through (iii)
Effective Date means the date on which the Agreement is accepted by the User by checking the relevant acceptance box, as this date is registered in the Company’s electronic logs.
Intellectual Property Rights or IP Rights mean all intellectual and industrial property rights of any kind whatsoever including without limitation rights derived from patents, rights in know-how, registered trademarks, registered designs, models, unregistered design rights, unregistered trademarks, trade names, copyright (in drawings, plans, specifications, designs, computer software, source code, etc.), database rights, and any applications for any of the foregoing, in any country in the world and together with all their renewals and extensions.
Licensing Documentation shall mean, collectively, this Agreement, as well as the documents and other written instructions delivered or communicated to the User setting out the use terms for the Trial Software (including, without limitation, user manuals, terms and conditions of use etc.).
RPA Robots shall mean the specific configuration of Company RPA made by the Client or, as the case may be, by the Client with Company’s assistance, exclusively based on the information provided by the Client, as well as the resulting automated robotic process for business process automation
RPA Software shall mean Company’s proprietary robotic process automation platform for business process automation.
Term shall mean the duration this License Agreement.
Trial Software shall mean the limited version of the RPA Software licensed hereunder.