Last Revised: March 19, 2021
For the avoidance of doubt, use and provisioning of AAI “Software” or non-training related “Services” (as defined in AAI’s relevant governing agreement) are subject to separate terms, such as our Software License Agreement or Cloud Automation Agreement, and these Terms do not apply to use of or access to the AAI Software or Services.
From time to time, AAI may modify these Terms. Unless AAI specifies otherwise, changes become effective upon AAI’s posting of the updated Terms, and the updated Terms will apply to all purchases made after they are posted. AAI will use reasonable efforts to notify Customer of the changes through communications via the Training Services, email or other means.
1. THE TRAINING SERVICES.
1.2. Materials. The Training Services may include supplementary materials that AAI may make available to Customer through the Training Services, including but not limited to; Course descriptions, Training Services slides, and other written materials designed to supplement Customer’s training (“Materials”). If any Materials are provided with the Training Services Customer has purchased, then subject to these Terms, AAI hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license to copy and use the Materials solely for Customer’s personal, non-commercial, educational use in connection with the applicable Training Services.
1.3. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, sell, provide access to or sublicense the Training Services to a third party; (b) use the Training Services to provide any product or Training Services to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Training Services; (d) copy or modify the Training Services, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Training Services; or (f) publicly disseminate information regarding the performance of the Training Services.
2. AUTOMATION ANYWHERE UNIVERSITY. Information on the different types of Training Services Customer may purchase is available at Automation Anywhere University (“AAU”) which is hereby incorporated into these Terms.
3. OWNERSHIP AND USER CONTENT.
3.1. Ownership of the Training Services. Customer agrees that AAI or AAI’s suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Training Services. Except as expressly set forth in these Terms, no rights in the Training Services are granted to Customer.
3.2. Feedback. If Customer provides AAI with suggestions, enhancement requests, recommendations, or other feedback (collectively, “Customer Feedback”) related to the Training Services, Customer grants AAI a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, modify, and distribute such Customer Feedback in any manner.
3.3. User Content. The Training Services may enable Customer to share Customer’s content, such as projects, assignments, or Customer use cases, and the like (“User Content”), with us, instructors, and/or other users. For the avoidance of doubt, any User Content does not constitute “Materials” for the purposes of these Terms. Customer retains all intellectual property rights in, and are responsible for, the User Content Customer shares. Customer’s use of the Training Services and all User Content must comply with the terms located at https://www.automationanywhere.com/terms at all times. To the extent that Customer provides User Content, Customer grants AAI a royalty-free, perpetual, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works of, publicly perform, publicly display, and otherwise use the User Content. AAI does not promise to store or make available on the Training Services any User Content for any length of time. AAI reserves the right to remove or modify User Content for any reason, including User Content that AAI believes violates these Terms.
3.4. No Confidential Information. Customer should not provide AAI with any information that Customer considers confidential (including in any Customer Feedback or User Content) and Customer agrees that AAI is not subject to any confidentiality obligations or use restrictions related to information or materials that Customer may provide to AAI in relation to the Training Services.
4. FEES & PAYMENT.
4.1. Fees. Fees for Training Services are as set forth in an Order Form. An Order Form constitutes a legally binding commitment to purchase, and the relevant fees are due according to the payment terms in Section 4.2 and non-refundable. Customer is responsible for paying all fees for Training Services Customer purchases as set forth in the applicable Order Form with an appropriate payment method, as stated in the Order Form. Fees may vary based on Customer’s location and other factors, and AAI reserves the right to change any fees at any time at our sole discretion provided that, any such change shall not affect the Customer’s then-current fees paid as set forth in the applicable Order Form.
4.2. Payment Terms. Unless otherwise stated on an applicable Order Form, all invoices are payable in US Dollars within thirty (30) days after the receipt of the relevant invoice. All prices are exclusive of all taxes, duties or other government fees of any kind, except for taxes imposed on AAI’s income by the taxing authority in AAI’s home jurisdiction, and Customer shall pay AAI such additional amount as shall cause the net amount of the aggregate payment to AAI, after giving effect to any taxes required to be collected or deducted by AAI, to equal the amount of the payment otherwise due to AAI. AAI may impose interest on late payments at the lower of 1.5% per month or the maximum rate allowable by applicable law. Customer shall pay all of AAI’s reasonable fees, costs and expenses (including reasonable attorney’s fees) if any action including legal action is required to collect outstanding undisputed balances.
5. TERM AND TERMINATION.
5.1. Term and Terminations. These Terms are effective as of the earlier of (a) the date Customer first accesses or uses the Training Services or (b) the date of set forth in and Order Form and continue until the date specified in the Order Form. AAI may terminate these Terms and Customer’s access to the Training Services at any time upon notice to Customer if Customer breaches these Terms.
5.2. Effect of Termination. Upon any expiration or termination of these Terms, Customer will immediately cease any and all use of and access to the Training Services. Provided these Terms were not terminated for Customer’s breach, Customer may retain copies of any Materials, so long as Customer does not copy, distribute or otherwise use them in violation of these Terms. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
5.3. Survival. The following Sections will survive any or termination of these Terms: Sections 1.3, 3-6, and 8-10.
6. WARRANTY DISCLAIMER. THE TRAINING SERVICES ARE PROVIDED “AS IS”. AAI DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. AAI DOES NOT WARRANT THAT CUSTOMER’S USE OF THE TRAINING SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. AAI SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, WEBSITE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. THE TRAINING SERVICES ARE PROVIDED FOR GUIDANCE ONLY, AND AAI MAKES NO WARRANTIES AS TO ITS ACCURACY OR RELIABILITY. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
7. SUPPORT. If Customer has any support inquiries regarding the Training Services, please contact our Training Automation Support Team at email@example.com. For the avoidance of doubt, the Training Services do not include support Training Services.
8. LIMITATION OF LIABILTY.
8.1. CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FROM CLAIMS ARISING FROM CUSTOMER’S BREACH OF SECTION 1.3 OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, NEITHER PARTY NOR ITS SUPPLIERS SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.2. LIABILITY CAP. EXCEPT FROM CLAIMS ARISING FROM CUSTOMER’S BREACH OF SECTION 1.3 OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, EACH PARTY’S ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO AAI FOR THE TRAINING SERVICES DURING THE PRIOR TWELVE (12) UNDER THESE TERMS.
8.3. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
8.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply.
9. INDEMNITY. Customer will defend, indemnify, and hold AAI harmless from and against any claim by a third party arising from or related to any User Content, including without limitation any claim of infringement, misappropriation, or violation of any intellectual property, privacy, or other rights.
10. GENERAL TERMS.
10.1. Governing Law and Jurisdiction. These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms. The parties submit to exclusive jurisdiction and venue in an appropriate court sitting in Santa Clara County, California, USA.
10.2. Notices. AAI may provide Customer with required or permitted notices via email or the through the Training Services, as determined by AAI in its discretion. Any notices Customer gives to AAI under these Terms will be deemed given upon: (a) personal delivery, (b) the second business day after mailing (or, if posted internationally, the fifth business day after mailing), and (c) the day of emailing. Notices sent to AAI shall be addressed to: 633 River Oaks Parkway, San Jose, CA 95134 U.S.A., ATTN: General Counsel, and/or emailed to firstname.lastname@example.org.
10.3. Assignment. Neither party may assign these Terms or any right or obligation hereunder without the other party’s prior written consent; provided, however that AAI may assign these Terms to a subsidiary or Affiliate or a successor in interest in case of a merger or acquisition of AAI or in case of a transfer of all or substantially all of its assets, or the assets of a major division, to another entity. These Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
10.4. Third-Party Beneficiaries/Independent Contractors. No person or entity other than the parties hereto will have any right to enforce or seek enforcement of these Terms. There are no third-party beneficiaries to these Terms. Each party will perform its obligations hereunder as an independent contractor and not as an agent or representative of the other party. Nothing in these Terms will be deemed or construed as creating a partnership, joint venture, or any similar relationship between the parties.
10.5. Severability. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply, and the rest of these Terms will still be in effect.
10.6. No Waiver. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
10.7. Updates. From time to time, AAI may modify the Training Services, including but not limited to, adding or modifying the Courses AAI provides to Customer. To the extent an update requires additions or modifications to these Terms, AAI will notify Customer accordingly.
10.8. Force Majeure. Each party shall be relieved of its obligations under these Terms, and neither party shall be liable to the other party under these Terms, for any liability, loss, damage, fine, penalty, sanction, cost or expense incurred by a party as a result of any event or condition that directly or indirectly prevents the party from performing an obligation hereunder, is beyond the reasonable control of the party, and could not, by the exercise of due diligence, have been avoided in whole or in part by the party, including, without limitation: any act of God, natural disaster, pandemics, epidemics, war, riot, blockade, insurrection, terrorism, sabotage, denial of service attacks (including, but not limited to, state or nation-sponsored denial of service attacks), virus or hacking attacks for which there is no commercially reasonable, known solution (including, but not limited to, intentional/targeted hacking by or on behalf of nation states), acts of public enemies, civil disturbances or general restraint or arrest of government and people, boycott, strike (including a general strike), lockout, failure in electrical power or telecommunication services, or other similar industrial disturbance.
10.9. Entire Agreement/Order of Precedence. These Terms, together with applicable Order Forms, the documents linked hereto and any exhibit(s) (as applicable) referenced herein, constitutes the entire understanding between Customer and AAI with respect to the subject matter hereof. No terms or conditions set forth in any purchase order or other document provided by Customer to AAI shall be part of any agreement between AAI and Customer unless specifically accepted by AAI in writing. In the event of a conflict between these Terms and the terms of an Order Form, a document linked hereto or any exhibit(s) (as applicable) referenced herein, these Terms shall take precedence and control unless the Order Form or other document explicitly references and overrides a provision of these Terms.
10.10 Learning Subscription Terms.
10.10.1 Subscription is valid for 12 months from the date of purchase. No cancellation or refunds are allowed. No credit is provided for non or partial use.
10.10.2 Subscription access will be granted to a named user and is not transferable for the duration of subscription.
10.10.3 Additional licenses can be bought at any time.
10.10.4 Live online classes are open to the public. The schedule is posted on the Instructor-Led Classes page. Participation is subject to class limits.
10.10.5 Please refer to certification policies and number of attempts allowed. Any additional certification attempts must be purchased separately.
Complaints, Concerns and Questions. If you have any questions about the Sites, please email us at email@example.com If you have any complaints or concerns about these Terms, please email us at firstname.lastname@example.org or write to us at the address below to engage in good faith resolution before further escalation.
Automation Anywhere, Inc.
Attn: Legal Department
P.O. Box 640007
San Jose, CA 95164