Last Modified: September 4, 2019

This Agreement is a legally binding contract between you (“Customer”) and Bot IT Services Private Limited applicable to Customer’s use of the RPA Code Insight Platform from BOT mantra, a trade name of BOT IT Services Private Limited, during Public Preview using community edition licence. Customer must read the Agreement carefully and only access and/ or use the RPA Code Insight Platform upon acceptance of the Agreement. All capitalized terms shall have the meaning ascribed to them in the Definitions Section or otherwise in this Agreement.

If a person or entity is accessing, using, or operating the RPA Code Insight Platform as an Authorized User, it acknowledges that (i) the Customer is responsible for the Authorized User’s actions and omissions, and that (ii) the Authorized User’s breach of this Agreement shall prejudice the Customer. BOT mantra does not have a relationship with the Authorized User.

DEFINITIONS

• BOT mantra is the trade name of BOT IT Services Private Limited, incorporated in India under the Companies Act, 2013.
• RPA Code Insight is one of the proprietary solutions from BOT mantra which enables auto-code reviews of RPA code through its inbuilt robust review framework providing detailed insights with suggestions to accomplish highly robust, efficient, maintainable and secured BOT.
• Customer means (i) an individual, (ii) a business (including both “Small-to-Medium Business” and “Large Business”) meaning an organization, association, partnership firm, company, proprietorship concern or any other entity, including its employees, assigns, agents and representatives or anyone claiming under them.
• Authorized User means any person or entity which is allowed by Customer to access, use, or operate the RPA Code Insight Platform in accordance with this Agreement.
• Confidential Informationor CI (a) means information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) in connection with the Agreement, whether before or after the date of this Agreement, whether disclosed directly or indirectly, orally, in documentary form, by demonstration or otherwise, that is marked confidential or would reasonably be considered confidential under the circumstances, including information relating to Discloser’s past, present and future research, development, business activities, products, software, services, technical and industrial knowledge (including but not limited to the RPA Code Insight Platform, Customer Data, data, technology, trade secrets, designs, techniques, strategies, discoveries, business plans, practice methodologies and technologies, personnel information, computer readable media, reports, processes, financial information and projections, customer and supplier lists, marketing plans and strategies, services improvements, projects, proposals, tools, contracts, clients information, asset information, etc.); and (b) excludes any information that (i) is or becomes public, through no fault of Recipient; (ii) was rightfully acquired by or already known to Recipient without an existing confidentiality obligation; or (iii) is independently developed by Recipient without the use of Discloser’s CI.
• Customer Data shall mean any information, instruction, software, technology and/or any other type of content that is imported by or on behalf of Customer into the RPA Code Insight Platform, and including any data pertaining to any Authorized User.
• Personal Data shall mean the user information provided by the Customer or the Authorised User while using the RPA Code Insight Platform.
• Plan Period shall mean 1 (One) year from the date of registration.

LICENSE

RPA Code Insight Platform License – Subject to this Agreement and during the Plan Period, BOT mantra grants the Customer a limited, non-exclusive, non-transferable, revocable at any time license to access and use RPA Code Insight Platform, under a Community Edition License (“License”) where both individuals and all businesses are allowed to use the RPA Code Insight Platform, to evaluate its suitability for their internal business requirements strictly for non-profit purposes (such as education, hackathons, individual or institutional research, trainings, private demonstrations of RPA Code Insight software).

Customer Data License – Subject to this Agreement, Customer grants BOT mantra a worldwide, non-exclusive, transferable, royalty-free, limited term license to, as applicable, access, host, store, test, use, process, copy, distribute, perform, compile, decompile, create derivative works, modify, anonymize, sublicense to other third parties, incorporate into other works or otherwise use it, export and display Customer Data, as reasonably necessary (i) to provide, maintain and update the RPA Code Insight Platform; (ii) to prevent or address service, security, support or technical issues; (iii) as required by law or as permitted by the BOT mantra Privacy Policy.

IMPROVEMENT

The RPA Code Insight Platform may contain features which enable automatic updates to the RPA Code Insight Platform, and which may not be turned off. By using the RPA Code Insight Platform, Customer agrees that BOT mantra may automatically issue and apply, at any time, such updates, as part of the Improvements to the RPA Code Insight Platform.

SUPPORT

Customer acknowledges that BOT mantra is under no obligation to provide any maintenance or support or other type of services for the use of the RPA Code Insight Platform. BOT mantra may at its own discretion, provide to Customer assistance during the Plan Period by means of Add-Ons, which are provided for use in accordance with this Agreement.

INTELLECTUAL PROPERTY RIGHTS

Subject to any third-party rights (as detailed under this Agreement), BOT mantra own and will retain all Intellectual Property Rights in the RPA Code Insight Platform including but not limited to service marks, patents (including pending patent applications), know-how, designs, integrated designs and layouts, specifications, trade secrets, industrial and technical know-how, Confidential Information and copyrights (registered or unregistered), ideas, concepts, creations, discoveries, inventions, improvements, service marks, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, software applications, formulas, proprietary techniques, and other proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, whether or not copyrightable or patentable (IPR). Customer owns all Customer Data, or has obtained any rights, permissions or consents from the Authorized User and third-party that are necessary for the lawful use and operation of the Customer Data with the RPA Code Insight Platform.

LIABILITY

Indemnification – Customer will indemnify and hold harmless BOT mantra for any and all Claims, losses, damages incurred in connection with or resulting from any actions or omissions or a breach of this Agreement by the Customer and/ or the Authorised User.

Limitation of Liability – To the maximum extent permitted by applicable law, in no event and under no legal theory will BOT mantra, or its licensors, contractors, agents and suppliers, be liable towards the Customer or the Authorised User for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement. BOT mantra will not be liable for the use or inability to use the RPA Code Insight Platform, loss or corruption of data, loss of anticipated or actual profits, loss of goodwill, service down time, business interruption, computer failure or malfunction, even if BOT mantra has been informed of the possibility of such damages. For the avoidance of any doubt, under no circumstances may BOT mantra be liable for any Claims of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from, or in connection with, the Customer Data.

WARRANTIES AND DISCLAIMERS

Customer – Customer represents and warrants that: (i) it has all necessary right and title to enter into this Agreement and to perform its obligations hereunder; (ii) it will use the RPA Code Insight Platform in strict accordance with this Agreement and with all applicable laws and regulations (including, without limitation, any local laws or regulations, state, city, or other governmental area, regarding online conduct and acceptable content with respect to all information provided to BOT mantra including any Customer Data); (iii) has obtained any rights, permissions or consents from the Authorized User and third-party that are necessary for the lawful use of the Customer Data and the operation of the RPA Code Insight Platform, including, without limitation, the right to license as described in the “Customer Data License” section; (iv) none of the Customer Data transmitted, uploaded or otherwise distributed by Customer by using the RPA Code Insight Platform infringes or otherwise conflicts with the Confidential Information or IPR or any other rights of BOT mantra or any Authorized Users or other third party; (v) it is responsible for the conduct of the Authorized Users and their compliance with the terms of this Agreement.

RPA Code Insight – The RPA Code Insight Platform and related information are provided on an “AS IS” and “AS AVAILABLE” basis and, to the maximum extent permitted by applicable law, without warranties, conditions, representations or guaranties of any kind, either expressed, implied, statutory or otherwise, including but not limited to, availability, service uptime, hidden defects, satisfactory quality, merchantability, fitness for a particular purpose, non-infringement or ability of the RPA Code Insight Platform to integrate or interoperate with other software, products or services. Customer bears the entire risk for selecting the software, results, quality and performance of the RPA Code Insight Platform and to implement any required security measures for safeguarding Customer Data. CUSTOMER MAY HAVE CERTAIN RIGHTS UNDER CUSTOMER MANDATORY APPLICABLE LOCAL LAW AND NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE OR ERROR-FREE AND OCCASIONAL PERIODS OF DOWNTIME OR INTERRUPTION OCCUR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOT MANTRA DOES NOT GUARANTEE THAT THE RPA CODE INSIGHT PLATFORM OR ANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT CONTENT LOSS WON’T OCCUR OR THAT IT WILL PROTECT AGAINST ALL POSSIBLE THREATS OR FAILURES, NOR DO WE GUARANTEE SECURITY OR ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.

TERM AND TERMINATION

Term – This Agreement is effective from the date the Customer signs up for the Community Edition License of RPA Code Insight platform until terminated in accordance herein.

Termination – BOT mantra may terminate Customer’s use herein at any time without giving a notice. The Customer may terminate this Agreement at any time without notice by discontinuing the use of the RPA Code Insight Platform.

Survival – Notwithstanding the expiry or termination of this Agreement, the Confidential Information, the Liability, Warranties and Disclaimers, Laws and Venue, Compliance, Personal Data Protection, Entire Agreement and Notices sections will survive.

Statute of Limitation – Unless as otherwise expressly mandated by the applicable law, any Claims in court or arbitration must be filed within 1 (one) year from the date when a right to file such Claim is born. If a Claim is filed after the aforementioned term, such Claim shall be precluded by this provision and deemed time-barred.

DISPUTE RESOLUTION

In the event of breach of the terms of this Agreement or in the event of any differences or disputes arising between the parties in regard to this Agreement or any matter relating thereto, the same shall be first referred for concilation through the Arbitration & Conciliation Centre ( Bengaluru) Domestic and International ( an initiative of High Court of Karnataka) and effort shall be made to ensure the disputes are resolved within 60 days from the  commencement of conciliation proceedings , unless mutually agreed to be extended by all the parties, for such extended term. If no settlement is arrived at within 60 days, or within such extended time, the parties shall refer the dispute arbitration by a sole Arbitrator appointed from the panel of Arbitrators of the Arbitration & Conciliation Centre (Bengaluru) Domestic and International.  The award of the Arbitrator shall be final and binding on the parties hereto and Arbitration shall be as per the provisions in force of the Arbitration & Conciliation Act, 1996. The Arbitration shall be conducted in English Language and the seat of Arbitration shall be in Bangalore.

COMPLIANCE

Export – Customer acknowledges that the RPA Code Insight Platform may be subject to export control regulations as enacted by (i) the U.S. Department of Commerce Export Administration Regulations (EAR), U.S. Department of State International Traffic in Arms Regulations (ITAR) or other requirements of the U.S. Government; (ii) European Commission regulations; (iii) United Nations Security Council resolutions (the “Export Control Regulations”) regulating the export and re-export of the RPA Code Insight Platform (iv) applicable law regulating the export and re-export of RPA Code Insight Platform in India. Each Party represents that neither it or its Affiliates is named on any Export Control Regulations list of restricted parties. the Customer hereby agrees and undertakes that it will not knowingly export or reexport the RPA Code Insight Platform (or any product, process or service resulting directly therefrom), directly or indirectly, to any country or a foreign national of a country in violation of any such Export Control Regulations, and without the written consent of BOT mantra.

Anti-Corruption – Each Party confirms it has not been offered or received any illegal or improper bribe, kickback, payment, gift, or thing of value from the other Party’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Any violation of the restrictions herein will be promptly notified to admin@botmantra.com.

Confidentiality Obligations – Recipient shall, and shall ensure their Affiliates, assigns, Authorized Users, employees and/or agents shall (i) keep the CI confidential, (ii) not, in any manner, directly or indirectly, use or otherwise employ all or any of the Discloser’s CI for any purpose other than the performance under this Agreement. This confidentiality obligation shall survive for 3 (three) years after the termination or expiration of this Agreement, except if the CI is protected as trade secrets, in relation to which the confidentiality obligation will exist for as long as such CI remains a trade secret under applicable law.

Feedback – The Customer acknowledges that if it provides any suggestions or feedback to BOT mantra (“Feedback”) it does so voluntarily and BOT mantra will be entitled to use the Feedback at its discretion, being understood the Feedback will be deemed BOT mantra CI. Customer (on behalf of itself and any Authorized User) grants BOT mantra an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use the Feedback for any purpose without any obligation or compensation to Customer, or any Authorized User.

Log Data – The RPA Code Insight Platform, including any data (such as usage and audit logs, process trails, queues, analytics), made available by BOT mantra in connection with the Customer’s activity in the RPA Code Insight Platform or otherwise, represents BOT mantra CI, and may be used by the Customer only for the purposes of, and in accordance with this Agreement.

License Compliance – Customer is not allowed to use the RPA Code Insight Platform other than in accordance with this Agreement and the Use Restrictions Policy. BOT mantra may, at its expense, use available technologies or processes to verify that Customer’s use, access, installation, or deployment of the RPA Code Insight Platform comply with the terms of this Agreement. Additionally, at no more than once every 12 (twelve) months, BOT mantra may appoint its own personnel and/or an independent third party to perform these verifications. Customer agrees to provide all the required assistance and support. The Customer agrees that these verifications are not fool proof and that the Customer shall be solely responsible for usage of the RPA Code in violation of international and local laws more specifically laws pertaining to public interest and safety and in violation of any third-party rights.

PERSONAL DATA PROTECTION

Protection Practices – BOT mantra will comply with local laws in respect of the processing of Personal Data in connection with its role described in the Agreement. BOT mantra has implemented reasonable information security practices regarding the protection of Customer Data in accordance with the product architecture. By using the RPA Code Insight Platform the Customer acknowledges that BOT mantra’s information security practices are consistent with its security requirements. The Customer shall be responsible for maintaining appropriate security measures regarding the components it controls and the security of the information fed and stored by it in the RPA Code Insight Platform.

Restrictions – BOT mantra does not require any Personal Data to operate and license the RPA Code Insight Platform. Customer is solely responsible for obtaining the appropriate consents and authorizations and for identifying and complying with the Personal Data Legislation to which the Customer is subject to, including for assessing of the use of the RPA Code Insight Platform for processing Personal Data is consistent with such laws.

Data Processing Agreement. If and only to the extent allowed under this Agreement, Personal Data is used with the RPA Code Insight Platform, and to the extent required under the Personal Data Legislation, the Data Processing Agreement will govern the processing of Personal Data.

GENERAL

Entire Agreement – This Agreement, together with the BOT mantra Privacy Policy, which are part of this Agreement and included herein by reference, govern Customer’s use of the RPA Code Insight Platform herein. This Agreement constitutes the entire agreement between BOT mantra and Customer with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between them with respect to this subject matter. Customer shall not assign this Agreement or any of the rights granted herein and any attempt to the contrary will be considered null and void.

Agreement Governance – BOT mantra may update the Agreement from time to time and, only in case the updates include material changes, BOT mantra will provide Customer with reasonable notice. The revised Agreement will become effective, (i) on the date set forth in the notice in respect of material changes, and (ii) when amended by BOT mantra, in respect of all other changes. By continuing to use the RPA Code Insight Platform after the changes have taken effect, it is deemed the Customer has acknowledged and accepted the updated Agreement. BOT mantra and its licensors reserve all rights not expressly granted in this Agreement.

Severability – If any provision of this Agreement is or becomes illegal, invalid or unenforceable for any reason, all other provisions of the Agreement remain in force and will produce intended legal effects.

Technical Data Use Consent – Customer agrees that BOT mantra may collect and use technical information gathered during Customer’s use of the RPA Code Insight Platform. BOT mantra may use this information solely to improve the RPA Code Insight Platform or to provide customized services or technologies to the Customer and will not disclose this information in a form that personally identifies the Customer. Customer grants BOT mantra a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, transmit, sub-license, index, model, aggregate (including with other customers’ data), publish, display and distribute any anonymous information derived from Customer Data (such as, but not limited to, web browser, screen resolution, and mobile device-type information).

Third Party Providers – If Customer uses certain features of the RPA Code Insight Platform in conjunction with third party data, products, services, and platforms (e.g. social media platforms, media partners, wireless carriers, or device operating systems), then the Customer is responsible for complying with the terms and conditions required by such third party providers without any violation or infringement, and all such use shall be at Customer’s own risk.

Force Majeure – Neither Party is liable for failure to perform its obligations under this Agreement to the extent that performance is delayed, prevented, restricted or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labour action, fire, flood, earthquake, failure of third-party providers, denial of service attacks, malicious conduct, utility failures, power or server outages, server abuse behaviour, cyber terrorism, governmental acts, orders, laws, regulations, or restrictions.

Notices – Any notice given under this Agreement must be in writing by e-mail to admin@botmantra.com with a suggestive subject and the notice to the Customer shall be sent to the email id provided by the Customer for verification, to download the RPA Code Insight software. The notice under this Section shall be effective the earlier of (i) when received by the Party, or refused by the Party or (ii) the next business day after being sent by the expeditor.