BLUE PRISM ONLINE SERVICES AGREEMENT

  1. Introduction
    1. Welcome to Blue Prism Online Services. We are excited that you have chosen to register to use our online services but there are some very important legal terms that you must read first. “We” are Blue Prism Limited of 2 Cinnamon Park, Crab Lane, Warrington, WA2 0XP in the United Kingdom.
  2. These terms are legally binding and in addition to any other licenses you have from us
    1. These terms are legally binding. If you register for our Online Services for a company or other organisation, you will be accepting these terms on their behalves. Otherwise, if you register for our Online Services, you will be personally accepting these terms. The information you provide when you register for the Online Services must be true and accurate. If you are unable to accept these terms on that basis, you must not access or use the Online Services.
    2. This agreement is not intended to change or override the terms of licenses or other agreements between you and us and they will all continue to apply, supplemented by these terms. For example, these terms do not replace the general terms and conditions for using the Blue Prism website found here http://www.blueprism.com/terms nor any license we may have granted to you to use our Enterprise RPA platform or Digital Workforce. Definitions used in those terms will have the same meanings in this agreement.
    3. The Exchange is a platform located on the Portal that allows users to (a) share, browse and download code, configurations and documentation that extend and support Blue Prism’s Enterprise RPA platform and Digital Workforce and (b) display descriptions and screenshots for their code, configurations and documentation. In these terms we will refer to (a) and (b) together as “Assets”. If you submitted Assets for our review, approval or certification then you will have entered into an agreement with us governing, amongst other things, the submission process and the classification of those Assets in the Exchange. Again, that agreement will continue to apply to you, supplemented by these terms.
  3. We give you permission to use the Online Services under certain conditions
    1. If you upload an Asset to the Exchange so that the rest of the Blue Prism user community (the “Community”) may browse, download or use it, then we refer to that Asset in these terms as “your Shared Asset”. You have our permission to upload your Shared Assets to the Exchange for sharing with the Community.
    2. As a condition of using the Exchange, you must comply with all laws and regulations that apply to you, including those relating to the use or transfer of Assets or information you obtain from the Exchange, or the contents, design, or functionality of any Asset or information that you make available via the Exchange.
    3. You must keep your login details for the Online Services confidential. You will be responsible for someone else’s activities via the Online Services if they are logged in with your details. If you believe someone else may know them, you must notify us immediately.
    4. You must be entitled to license your Shared Assets to us and to the Community and you promise that our hosting and sharing them on the Exchange and the Community’s use of them under whichever licenses you choose will not infringe anyone else’s intellectual property rights (for example, copyright, trademarks or patents), trade secrets or confidentiality.
    5. You must not include anything that is offensive, libellous, illegal or which breaches export controls in your Shared Assets.
    6. In connection with export controls, you promise that, for as long as you use the Exchange:
      1. you, and the entity you represent, if applicable, are not engaged in activities prohibited by U.S. export control regulation, including the development of nuclear facilities not licensed by the U.S. Government; chemical, biological, or nuclear weapons; rocket, missile or unmanned aircraft systems, or terrorist activities (“Prohibited Activities”);
      2. you, and the entity you represent, if applicable, will not use, transfer, or permit the transfer of, any Asset or information obtained via the Exchange for or to any person or entity engaged in Prohibited Activities or in activities regulated by the International Traffic in Arms Regulations, including the design or development of defence articles or the provision of defence services;
      3. neither you, nor the entity you represent, if applicable, are a resident of or organized under the laws of Cuba, Crimea, Iran, North Korea, Syria, or Sudan (the “Embargoed Territories”). Neither you, nor the entity you represent, if applicable, will transfer or permit the transfer of the Assets or information obtained via the Exchange to the Embargoed Territories or any other location prohibited by U.S. law;
      4. neither you, nor the entity you represent, if applicable, are, or are owned or controlled by, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of Treasury; and
      5. neither you, nor the entity you represent, if applicable, will transfer or permit the transfer of any Asset or information obtained via the Exchange, to any person who is, or who is owned or controlled by, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of Treasury.
    7. In order to upload Assets to the Exchange, you must review and respond to a separate questionnaire about those Assets, and promise that your answers to the questions are true for as long as you use the Exchange.
    8. You must not include any viruses, spyware, Trojan horses or any other types of malware in your Shared Assets.
    9. You must ensure that your Shared Assets do not make available data or other confidential information belonging to the users to you or anyone else, unless that is an obvious, clearly documented function of an Asset.
    10. You must be clear and transparent about any charges you impose on anyone downloading or using any Assets you host outside the Exchange or for providing any support or complementary services.
    11. You must abide by the terms of the licenses you choose for your Shared Assets and help us to do so too. For example, if you decide to license your Shared Asset under the GPL, you must provide us with complete source code for that Asset so that we can offer it to the Community when we make your Shared Asset available. If you do not want to disclose the complete source code, then you must not choose the GPL.
    12. You have our permission to use the Exchange to browse through the Assets uploaded by other people.
    13. You are not licensed to download or use other people’s Assets under this agreement. You are licensed to download and use other people’s Assets directly by the person that uploaded it to the Exchange (or by whoever licensed that person to upload it) under one of the licenses mentioned in the next section. Unless the Exchange states explicitly that we created an Asset, the license will not be granted by us.
    14. Assets uploaded by other people that comprise of code or configuration files are licensed to you under either the GNU General Public License (GPL) version 2 or any later version or the MIT License or both. The Asset’s homepage on the Exchange will tell you which. Documentation, descriptions and screenshots uploaded by other people are licensed to you under the Creative Commons Attribution-ShareAlike (CC-BY-SA) 3.0 license. You must abide by the terms of whichever license applies to the Assets.
    15. Unless the Exchange states explicitly that we created an Asset, we are not responsible for it nor for any corresponding descriptions or screenshots that may appear on the Exchange. We are not making any promises about the Exchange or the Assets, even if we created, reviewed or certified them. Descriptions and screenshots are only intended to be indicative of an Asset’s existing or future functionality or performance and you should not rely on them. You will bear the risks associated with your use of an Asset.
    16. We may tell a person uploading an Asset to the Exchange, or whoever licensed that person to upload it, who has downloaded it. We may also use your personal information for marketing purposes, and pass it to the person uploading the Asset for marketing purposes if we have your consent to do so. If you have uploaded an Asset and we pass personal data to you, we must make sure that the personal data is transferred in accordance with applicable privacy law. If there is already a binding data transfer agreement between us then that agreement will apply, but otherwise you agree to be bound by the EU Standard Model Clauses found here. For more information about how we use personal data, please refer to our Privacy Notice.
    17. If you break any of your promises in this section ‎3, you will protect us from the consequences. That means you will defend us against a claim that someone else may bring against us and reimburse us for any costs or damages that we incur.
    18. Other than the promises given above, you are not making any promises about your Shared Assets, their functionality or performance.
    19. We have no obligation to monitor or moderate Content shared via the Online Services. However, we reserve the right to review the Content and to monitor all use of and activity within the Online Services, and to remove or choose not to make available via the Online Services any Content or Assets at our sole discretion. We have the right to remove any Content (including Assets from the Exchange) without informing you first.
    20. We do not want to receive confidential information from you via or in connection with the Online Services. Notwithstanding anything that you may note or state in connection with sharing Content, it shall not be considered confidential information and shall be received and treated by us on a non-confidential and unrestricted basis.
  4. You give us permission to make available your Shared Assets
    1. You give us permission to make available on the Exchange your Shared Assets. Unless you tell us otherwise, we will tell the Community that you contributed those Assets and let them know how to contact you. If at any time you change your mind about being identified on the Exchange, please email dx@blueprism.com and we will remove your contact details (although we will still identify you for someone if we believe we are required to do so by law). For more information about how we use personal data, please refer to our Privacy Notice.
    2. From time to time we may review or analyze your Shared Assets to check that they meet the requirements set out in this agreement.
    3. You agree not to hold us responsible if someone in the Community misuses your Shared Assets. If you want to enforce your rights in the Assets or the licenses under which they are made available, you accept that you will need to bring a claim against them yourself.
  5. You give everyone permission to download and use your Shared Assets freely
    1. For sharing Assets in the Exchange that comprise of code or configuration files, you must choose the GNU General Public License (GPL) version 2 or any later version or the MIT License or both to license them under. For sharing documentation, descriptions and screenshots in the Exchange you must use the Creative Commons Attribution-ShareAlike (CC-BY-SA) 3.0 license. If you want to use a different license then we will still allow you to display, in the Exchange, a hyperlink to your Shared Assets but they will need to be hosted outside the Exchange. You may choose to dual license your Shared Assets, sharing them in the Exchange under the GPL or MIT License, but making them available for download outside the Exchange under your own license terms.
    2. We will tell the Community that you are licensing them to use your Shared Assets under whichever of the licenses you have selected. You agree that from the moment your Shared Assets are made available on the Exchange you (or, if applicable, whoever licensed you) will be licensing the Community directly under those licenses – we will not be providing sub-licenses to the Community for your Shared Assets nor granting licenses on your behalf (nor, if applicable, on behalf of whoever licensed you).
    3. We will ask the members of the Community that download your Shared Assets if we can share their details with you and we will provide you with their details only if they say we may.
  6. Content you submit using the Online Services (but outside the Exchange)
    1. You agree that you will only upload, share, post, publish, transmit, or otherwise make available (“share”) via the Online Services (but outside the Exchange), Content that you have the right and authority to share and for which you have the right and authority to grant to us all of the licenses and rights set forth herein. By sharing Content via the Online Services (but outside the Exchange), you grant us a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sub-licensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute that Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement that Content into any of our products or services, and to display, market, sublicense and distribute that Content as incorporated or embedded in any product or service we distribute or offer without compensation to you.
    2. You warrant that: (a) you have the right and authority to grant the license in section ‎6.1; (b) our exercise of the rights granted pursuant to this license will not infringe or otherwise breach any third party rights; and (c) all moral rights in that Content have been waived to the full extent allowed by law.
    3. You agree that you will not share any Content via the Online Services (but outside the Exchange) that: (a) is binary executable code; (b) is false or misleading; (c) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (d) invades another's privacy or includes another's confidential, sensitive or personal information; (e) promotes bigotry, racism, hatred or harm against any group or individual; (f) is obscene or not in good taste; (g) breaches or infringes or promotes the breach or infringement of another's rights, including intellectual property rights; (h) breaches or promotes the breach of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer.
  7. Use of Forums
    1. Forums are provided as a convenience to users and we are not obliged to provide any technical support for, or participate in, Forums. While Forums may include information regarding Blue Prism products and services, including information from our employees, they are not an official customer support channel for us. You may use Forums subject to the following: (a) Forums may be used solely for your personal, informational, non-commercial purposes; (b) Content provided on or through Forums may not be redistributed; and (c) personal data about other users may not be stored or collected except where we expressly authorise it.
  8. Process Discovery
    1. The tool(s) we provide for process discovery are designed to be used by a process analyst or equivalent at a conversational level with an expert who understands the process. If you use the tool(s) you understand that the output from the assessment is intended to be used to inform your decisions and should not be read as an instruction to take action. We do not make any warranties or guarantees in respect of the accuracy of the output from the assessment nor for any decisions you may take as a result of the output from the assessment.
    2. To access the Process Discovery tool we will need to create a user account. Your user account information will consist of your name and the email address, company information and job title that you provide to us. This personal information will be used to facilitate use of the tool and to enhance your user experience. If there are multiple users with the same email domain name, which creates a Process Discovery group, the administrator and other members of the group will be able to view your user name and role in order to manage the group and co-ordinate tasks.
    3. In addition to direct feedback you provide, we may use the data you input into the tool(s) to (a) improve the accuracy, quality and/or advance the features of the tool(s); (b) inform product development; and (c) improve the service we offer. This excludes the personal information described at clause 8.2 above. The data analyzed by us will be anonymized and will not identify you or your login details. Titles and descriptions you choose to enter in the process profile may be seen by us. We therefore recommend the use of generic titles and descriptions. No data will be made available publicly by us. By entering any data you agree to our use of such data as described here and you irrevocably waive any intellectual property rights in any development of the tool(s) that we may make based on your feedback or your use of it and you grant us an irrevocable, royalty-free, worldwide license to the same.
  9. Rights ownership
    1. This agreement will not cause any of the intellectual property rights in the Online Services (including the Portal and Exchange) or in other people’s Assets or Content to transfer to you.
    2. If you own any intellectual property rights in Content you submit via the Online Services or your Shared Assets then you will continue to do so and this agreement will not cause any of them to transfer to us or to members of the Community.
    3. You must not use any of our trade marks or branding without our express written permission, except to show that your Shared Assets are intended for use with our products. Any use you do make of our trade marks or branding must comply with our branding guidelines. You must not reuse any trade marks or branding that appear in Assets and which are owned by other people without obtaining express permission from the relevant owners.
  10. Fees
    1. No fees will be payable by you for sharing your Shared Assets on the Exchange or for browsing, downloading or using other people’s Assets hosted on the Exchange. We may charge for other Online Services but we will tell you about any charges before you commit to receiving an Online Service from us.
    2. No fees will be payable by us or by members of the Community for sharing, downloading or using the Content you submit via the Online Services or your Shared Assets.
    3. We do not mind if you charge members of the Community for downloading your Shared Assets from a location outside the Exchange and then using them under other license terms, for example where you offer contractual protections like warranties and indemnities. You may charge the Community members for providing support for downloaded Assets or other complementary services under a separate contract between you and them. You must not charge members of the Community for using or downloading Assets from the Exchange or arrange for someone else to charge them.
    4. If you download or use other people’s Assets from a location outside the Exchange or require support or other complementary services then you will need to enter into a separate license or contract with the Asset provider (or with whoever licensed the Asset to that person) under which you may be required to pay fees.
  11. Ending the agreement
    1. Either you or we may bring this agreement to an end on seven days’ notice. You must send your notice to legal.notices@blueprism.com. We will send our notice to the email address you provided when you registered with the Exchange.
    2. We may bring this agreement to an end immediately if we know or suspect that you have broken any of the promises in it.
    3. When this agreement ends, we will close your account for the Online Services. Although you may decide not to provide your Shared Assets under the licenses in section ‎5 in future or to submit any further Content via the Online Services (outside the Exchange), ending this agreement will not affect the licenses you have already granted. Ending this agreement will not, of itself, affect the licenses that you have already been granted to use other people’s Assets.
  12. Changing these terms
    1. We may change these terms from time to time. Any changes will take effect 30 days after they are posted and will apply to your use of the Online Services from then on but will not have retrospective effect. You should check regularly for changes to these terms.
  13. Our liability
    1. We do not limit our liability where the law prevents us from doing so (for example, if we act fraudulently), but otherwise our liability in relation to this agreement will not exceed £50. We will not be responsible for any harm done to your profits, data or goodwill or if you waste your resources because of this agreement.
  14. Miscellaneous
    1. English law applies to this agreement and you and we agree that only an English court can be involved in a dispute between us. If a court refuses to enforce any part of this agreement, then that part will be changed just enough to make it enforceable whilst still reflecting our original intentions. If that is not possible, the unenforceable part will be deleted. In either case, the rest of the agreement will be unchanged and stay in force. You and we agree that we did not enter into this agreement because something was promised to us beforehand but was not included in these terms. If you or we should fail to enforce any rights under this agreement, then that does not mean that you or we are giving up that right either then or in the future unless you or we say so in writing. These terms set out the entire agreement between you and us regarding your Shared Assets or your use of the Online Services or other people’s Assets available from the Exchange and replace any other terms or earlier agreements that we may have had except for the licenses and agreements mentioned in sections ‎2.2 and ‎2.3 or, for Assets that we have created, the licenses in section 3.14. You cannot give your rights under this agreement (or transfer the agreement) to someone else, unless we give you written permission. We can give our rights under this agreement (or transfer the agreement) to one of our group companies but no one else unless you give us written permission. You and we are the only parties to this agreement and no one else may bring a claim under it.