PbottleRPA Software (System) End User License Agreement
Party A: Beijing Pbottle Technology Co., Ltd.
Party B: Users of pbottleRPA Software
Recitals Whereas Party A owns a series of software products; and Party B wishes Party A to grant it a license to use the aforesaid software.
Clause 1 Definitions
Software: Shall mean the software packages, software frameworks, SDKs (Software Development Kits), hardware platforms, operating systems and other development tools provided by Party A to Party B, as well as codes in various forms thereof (including source code, object code, binary code, plug-ins, process scripts, etc.), alongside debug versions and updated releases of the foregoing supplied by Party A.
Permitted Purpose: Shall mean Party B’s internal usage of the Software on its own devices solely for its development, testing, evaluation, debugging, analysis, optimization and other internal business activities.
License: Shall mean the revocable, non-sublicensable and non-exclusive right to use the Software granted by Party A to Party B for the Permitted Purpose during the License Term.
Open Source Software: Shall refer to software (the Software itself, integrated third-party software, derivative works based on the Software, or software distributed together with the Software) that meets any of the following criteria:
(a) Released or distributed in source code form;
(b) Requiring users to grant licenses to third parties to create and/or distribute derivative works;
(c) Permitting free redistribution to authorize use, modification and/or distribution.
Third-Party Technology: Shall mean software and/or hardware technologies owned by third parties for which separate licenses must be obtained from such third parties for all modes of use.
Intellectual Property Rights: Shall mean all tangible and intangible rights set forth below: rights relating to creative works including copyright, moral rights, neighboring rights and all such rights in derivative works; trademark, service mark and trade name rights; trade secrets; invention patents, utility model patents, design patents and other industrial property rights; domain names; computer software; and all other intellectual property rights arising from any cause (including derivative creation), whether arising by operation of law, treaties, agreements, licenses or other means, and all rights generated through registration, initial filing, renewal, extension, continuation applications, divisional applications or reissuance of any of the foregoing intellectual property rights.
Trade Secret: Shall mean a party’s proprietary ideas, patentable concepts, existing or proposed products and services, software, circuit diagrams, research and development data, techniques, methods, workflows, formulas, algorithms, parameters, data, structural designs, schematics, molds designed for joint research and development, production data, cost and profit information, financial data and financial projects, customer lists, market intelligence and all non-public technical or commercial information related to current or future business plans and business models, whether or not such information is connected to this Agreement.
Confidential Information: Shall mean all non-public information of one party disclosed, delivered to, accessed or known by the other party under this Agreement, including all Software licensed hereunder, all trade secrets and technical secrets of the disclosing party, whether marked confidential upon disclosure, whether oral or written, and whether related to this Agreement or not.
Clause 2 Licensed Software
Party A grants Party B a free personal license to use all available functions within the Software.
Party A grants Party B a paid commercial license to access all functions of the Software.
Clause 3 License Term
Upon the entry into force of this Agreement, Party A shall provide the Software as stipulated herein to Party B, with a perpetual valid term.
Clause 4 License Restrictions
Party B may only store and use the Software on servers under Party B’s control located at Party B’s offices, study premises or other venues controlled by Party B.
Unless otherwise stipulated herein, Party B shall not, during the term of this Agreement:
(1) Assign, license, sublease, sublicense or relicense the whole or any part of the Software or its modified versions or derivative works to any third party, or permit access thereto by any third party (including free components bundled with paid services);
(2) Decompile, disassemble, reverse engineer, decompile, disassemble or carry out any other acts intended to obtain the source code of the Software.
The Software licensed by Party A to Party B may contain Open Source Software. Party B’s use of such Open Source Software shall comply with the following requirements:
(1) Abide by the terms of the corresponding open source licenses, which shall prevail over the provisions of this Agreement;
(2) Retain all original license statements, copyright notices, patent markings, trademark logos and other identifiers contained in the Open Source Software;
(3) Under no circumstances shall Party B cause any non-open-source components of the Software to become subject to mandatory open-source obligations.
Certain components of the Software may be provided by third parties or qualify as Third-Party Technology. No license or authorization related to any third-party-supplied components or Third-Party Technology is granted to Party B under this Agreement. If Third-Party Technology is required for the operation of the Software, Party B shall obtain all necessary licenses and authorizations from the relevant third parties. Should Party B fail to secure such required authorizations, Party B agrees to comply with all terms and conditions imposed by such third parties in respect of their Third-Party Technology.
Party A may release updated versions of the Software during the term of this Agreement. Party A reserves the right to notify Party B and provide such updated versions at its sole discretion, but Party A shall not be obligated to supply any updates, maintenance or technical support to Party B.
Clause 5 Ownership
All intellectual property rights and other interests in the Software, any software releases provided to Party B and all components thereof shall remain the exclusive property of Party A. Party B shall not delete any copyright statements, notices or proprietary markings contained within the Software.
Without prior written consent from Party A, Party B shall not alter, tamper with or conduct secondary development on the Software. Any modifications made by Party B or derivative works created based on the Software without Party A’s written approval shall vest all rights in the modified portions and derivative works (including without limitation all intellectual property rights therein) in Party A.
Except as expressly set out herein, no rights under intellectual property law (including patent or copyright rights) are granted to Party B by express, implied or other means under this Agreement.
Clause 6 Warranties
Party A provides the Software on an "as-is" basis. Party A makes no express or implied representations or warranties regarding the accuracy, reliability, completeness, merchantability, fitness for a particular purpose or non-infringement of the Software, and shall bear no liability for any damages incurred by Party B arising from its use or reference to the Software. Beyond delivering the Software to Party B, Party A shall not incur any additional obligations or liabilities under this Agreement.
Party A offers no warranties with respect to any Open Source Software, or any Third-Party Technology used, integrated or distributed alongside the Software. Party B agrees to seek all relevant warranties solely from the applicable third-party vendors of such Third-Party Technology.
Clause 7 Indemnification
The sole remedy available to Party B in respect of the Software and the exclusive liability of Party A for licensed Software shall be Party A’s option to update or replace the Software component giving rise to the dispute.
Party B shall indemnify, defend and hold harmless Party A from and against all claims, damages, losses and liabilities arising out of Party B’s failure to comply with the terms of this Agreement governing Software usage, unauthorized use, distribution, modification or creation of derivative works based on the Software, and/or the combination of the Software (and its modified versions or derivative works) with Party B’s own products where the Software itself does not constitute an infringement.
Clause 8 Confidential Information and Publicity
Without the prior consent of the Disclosing Party, the party receiving Confidential Information (the "Receiving Party") shall maintain strict confidentiality over all Confidential Information of the Disclosing Party to which it gains access. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any third party in any form without the Disclosing Party’s written consent, nor shall it use any Confidential Information of the Disclosing Party for any purpose outside the Permitted Purpose of this Agreement. The Receiving Party shall properly safeguard all Confidential Information provided by the Disclosing Party.
The Receiving Party shall bear confidentiality obligations in respect of all Confidential Information supplied by the Disclosing Party. Upon completion of performance under this Agreement, unless otherwise agreed by both parties, the Receiving Party shall return or delete all Confidential Information provided by the Disclosing Party (including all copies) at the Disclosing Party’s request.
The foregoing confidentiality obligations shall not apply to information that:
(i) Has become publicly available through no fault of the Receiving Party;
(ii) Was already known to the Receiving Party prior to disclosure;
(iii) Was lawfully obtained by the Receiving Party from a third party without accompanying confidentiality restrictions;
(iv) Was independently developed by the Receiving Party without use of the Confidential Information;
(v) May be disclosed or used with the prior written approval of the Disclosing Party.
Should either party discover any unauthorized leakage of Confidential Information, it shall immediately notify the other party, and both parties shall jointly adopt reasonable remedial measures following consultation. Where a confidentiality breach is caused by the intentional act or negligence of one party, such party shall compensate the other party for all direct economic losses resulting therefrom, promptly implement necessary measures to minimize the counterparty’s damages, and bear all related costs and liabilities arising therefrom.
The confidentiality and publicity obligations set forth in this Clause 8 shall survive the termination of this Agreement until the relevant Confidential Information is publicly released by the Disclosing Party.
Neither party shall publicly disclose, promote or issue written statements referencing the content of this Agreement without the prior written consent of the other party. Should public disclosure, promotional statements or public remarks be required for specific matters, the content of such public communications must be mutually agreed and confirmed in writing by both parties in advance.
Clause 9 Assignment
Without the prior written consent of Party A, Party B shall not assign all or any part of its rights and obligations under this Agreement to any third party external to this contract.
Clause 10 Term and Termination
This Agreement shall take effect upon execution and remain valid until the expiry of the License Term.
This Agreement may be terminated early in any of the following circumstances:
(1) Both parties mutually agree to terminate the Agreement in advance;
(2) Where Party B breaches any provision of this Agreement, Party A reserves the right to terminate this Agreement with immediate effect.
Upon termination of this Agreement, Party A reserves the right to demand that Party B return or delete all files related to the Software, and provide written confirmation to Party A certifying completion of such actions.
Clause 11 Miscellaneous
This Agreement shall be governed by the laws of the People’s Republic of China. Any disputes arising out of or in connection with this Agreement shall first be resolved through amicable negotiation between the parties. If negotiation fails, either party may submit the dispute to the people’s court with competent jurisdiction located at Party A’s place of business.
The execution of this Agreement between Party A and Party B shall not be deemed to create any agency, suretyship, partnership or other legal relationship between the parties.
Party B shall not use the Software provided by Party A to engage in any illegal or criminal activities.
Release Date: October 01, 2021
Last Revised Date: July 20, 2023
Third-party Licenses: https://rpa.pbottle.com/a-13979.html