FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
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`RECEIVED NYSCEF: 02/27/2024
`
`” and together, the “
`, each a “
`”
`“
`r company, organization or other entity (for example, as an employee), then “
`
`”)
`
`” means
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`” means this Marketplace agreement together with
`
`“ means either Party’s
`
`“
`
`“
`
`“
`
`that data (“
`
`”) and the California Consumer Privacy Act (“
`
`”), and any implementing, derivative or related
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`”
`
`“
`
`“
`
`“
`
`”
`
`“ means
`
`” or “
`
`”/”
`
`” means the
`
`“
`
`“
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`Customer’s acceptance of Partner’s custom
`
`“
`
`” means a 15 (fifteen) day period between
`are credited to Partner’s bank account.
`
`“Personal Data”
`”
`the CCPA, and other applicable privacy laws (“
`and Accountability Act of 1996 (HIPAA) (“
`”), and (iii) payment card information,
`Payment Card Industry Data Security Standard (“
`”).
`
`“
`
`” means the applicable additional terms and policies
`
`“Professional Services”
`
`“
`
`”
`
`“ or “
`
`”/“
`
`”
`
`“
`
`“
`
`UiPath’s
`
`“
`
`“
`
`“
`
`,” and any and all successors, replacements, new versions, and updates
`
`” means (i) any software products developed by or for UiPath and/or its
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`“
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`FILED:
`YORK COUNTY CLERK .02/27/2024 07.:27 BP
`
`NYSCEF DOC. NO. 26
`
`
`NYSCE NPath’ Co
`
`.
`
`INDEX NO. 655610/2023
`.
`.
`ENDEX NO., 635610/2023
`
`
`
`RECEIVED NYSCEF: 02/27/2024
`
`
`. RECEIVED NYSCEF: 02/27/2024
`
`Customers; and(iii) if applicable, deduct the Marketplace Fee (as described below) from the funds payable to You, and withhold
`or offset sums You oweto UiPath under this Agreement against amounts that are payable to You. The contact information You
`provide maybe displayed in the Partner Product Listing for transactional purposes and Customer support. You are responsible
`for all activity that takes place in Your Partner Account.
`
`2.2.|Merchant of Record. Underthis Agreement, You appoint and authorize UiPath, as merchantof record for all Partner Product
`sales to Customers made through the UiPath Marketplace, and UiPath accepts such appointment. By appointing UiPath as
`merchant of record You do not transfer ownership title to any Partner Product to UiPath, and You agree that UiPath has no
`liability or obligation towards the Customers with respect to the Partner Products, including in respect of support, maintenance,
`service uptime, error or bug fixes, or improvements. You will be solely responsible for providing support to Customers, in
`accordancewith this Agreement.
`
`2.3.
`
`2.4.
`
`2.5.
`
`3.
`
`3.1.
`
`Product Listings. Except as provided in the Publishing Guidelines You must submit each Partner Product (including any
`updates) and the relevant Partner Assets to UiPath for security review and certification (which may include, withoutlimitation:
`information requests to you, reviews of Your Documentation, security testing or technical testing and reviews), before publishing
`for distribution through the Marketplace. Where required for the performance of security testing, UiPath reserves the right to
`request that You provide the source code to Your Partner Product, but solely for the purpose of UiPath conducting security tests.
`UiPath has no obligation to make available any of the Partner Products that You submit, or to maintain the availability of the
`Partner Product, even if that Partner Product qualifies for certification or is certified. You may not add any new functionality to
`the Partner Product which requires written consent from the Customer withoutfirst providing notice and obtaining the required
`consents.
`
`Product Ratings. Customers may comment on and rate Partner Products made available on the Marketplace. UiPath may use
`those ratings to determine the placementor marketing of Partner Products in the Marketplace. UiPath may remove anyrankings,
`ratings, or comments in violation of the terms of this Agreement and the applicable laws. You may not attempt to manipulate
`rankings, ratings or commentsfor the Partner Product or any other product. You maynotoffer incentives to Your Customers to
`give You a ranking, rating or make a comment on the Marketplace.
`
`Removal Policies. UiPath may revoke any Partner Account and remove or suspend the availability of any Partner Product
`(including any Partner Product ratings and reviews) from the Marketplace and pursue any other remedies available to UiPath,
`with reasonable notice to You, for the following reasons: (i) Your breach of the terms of this Agreement(including the Policies);
`(ii) Your failure to keep the information in Your Partner Account accurate and up to date; (iii) Your termination of this Agreement
`or of the license grants associated with a Partner Product; (iv) an assertion or claim that the Partner Productinfringes the IP
`Rights of a third party; (v) complaint(s) about the content or quality of the Partner Product or Your failure to provide satisfactory
`Customer support in respect of Your Products; or (vi) Your actual or potential violation of any applicable laws. If You wish to
`remove a Partner Product from the Marketplace, You may request removal via Your Partner Account. Subject to any applicable
`wind-down periods specified in this Agreement, UiPath may remove the Partner Product from the Marketplace within a
`reasonable period from Your request.
`
`Pricing and Payments
`
`Product Pricing. You are responsible for setting the fee (including, withoutlimitation, subscription fee or periodic payment) that
`Customers must pay for the Partner Products, in the currencies permitted by the Payment Processor. You may also choose to
`distribute or make available Partner Products at no charge to Customers.
`
`3.2.|Payment. Any andall payments for the Partner Products shall be made through the Payment Processor, subject to the Payout
`Period, where applicable. Partner understands and agreesthatit also needs to enter into a payment agreement with the Payment
`Processor,abide byall the rules and policies required by the Payment Processor, and maintain a valid Partner Account. Partner
`is solely responsiblefor: (i) providing the necessary information that will allow UiPath or the Payment Processorto apply the
`correct tax treatment on the invoice; and(ii) verifying that it has received paymentfor each distribution of the Partner Product(s)
`through the Marketplace. All invoices for amounts payable by You to UiPath under this Agreementwill be issued to You by
`UiPath Inc.
`
`3.3.|Marketplace Fee. UiPath is due a Marketplace Fee for each completeddistribution of a Partner Product, whether the distribution
`is made within the Marketplace or outside the UiPath Marketplace, if such distributions are initiated by Customers via a lead
`form in the Marketplace. The Marketplace Fee shall be remitted by the Payment Processor to UiPath in accordance with the
`terms of the Payment Processor. Partner agrees to provide the Payment Processorwith all instructions and authorizations
`necessary and appropriate to ensure timely payment of the Marketplace Fee to UiPath. Forclarity, no Marketplace Feewill be
`due to UiPath for Partner Product(s) provided at no charge. Unless otherwise expressly provided in this Agreement, the
`Marketplace Fee is non-cancellable and nonrefundable, and not subject to any right of setoff. UiPath will promptly notify You
`prior to changing the Marketplace Fee. In case You do not agree with the new Marketplace Fee, You havethe right to terminate
`this Agreement, in accordance with the termsset forth herein.
`
`UiPath — Marketplace Partner Agreement- V.2022.11.29
`–
`UiPath Public. © 2022 UiPath
`
`3
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`Customers’ complaints. Refunds shall be processed pursuant to the standard terms of the Payment Processor.
`
`. UiPath’s certification of a
`
`Product’s code is used under license from a third party,
`
`business days as of the receipt of the notice and comply with any other requirements included in UiPath’s notic
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`UiPath’s
`
`, which are available on UiPath’s Trust Portal; (ii) clearly identify its own
`
`UiPath’s systems. Except as ot
`
`alone program or in any way independently from UiPath’s Assets, as applicable; (d)
`
`any third party’s development of any software programs or other products that
`
`and to improve UiPath’s development and distribution platforms.
`
`all for purposes of exercising UiPath’s rights and responsibilities under
`
`with UiPath’s development and distribution platforms,
`
`, Customer’s
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`correct any misuse of UiPath’s Trademarks upon UiPath’s reasonable notice and will cease using UiPath’s Trademarks if You
`
`and will, at UiPath’s request, provide UiPath with documents evidencing such assignment to our satisfaction
`You will reasonably assist UiPath at UiPath’s expense in protecting the UiPath Trademarks. UiPath will dete
`
`any rights, by implication, waiver, estoppel, or otherwise, to the other Party’s IP Rights. UiPath, its Affiliates and their
`
`UiPath’s obligations relating to Partner Product’s source code
`terms of this Agreement or otherwise with respect to the UiPath Marketplace, shall limit or restrict UiPath’s right to develo
`
`Partner’s
`
`agrees that UiPath’s
`
`UiPath’s
`
`will not apply to a Customer’s use of
`
`Specifically, and for the avoidance of doubt, You may not retain, use, or disclose the Customers’
`
`sell the Customer Personal Data, as the term “sell” is defined under the CCPA.
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`shall be the “business” and You shall be a non
`Party may collect, store and use information related to the other’s personnel (including sensitive data, as defined by
`
`UiPath’s exercise of the rights
`
`PARTNER’S
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`Partner’s use of the UiPath Marketplace
`
`; and (d) Partner’s breach of any Partner
`
`REASONABLE ATTORNEYS’ FEES). THIS LIMITATION
`
`to and benefit UiPath’s Affiliate
`
`acknowledge and agree that UiPath’s Affiliates, contractors and service providers may
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`due to the applicable law or on account of a regulator’s or similar body’s decision or ordinance, it
`
`agree that UiPath will have no responsibility or liability for Customers’ unauthorized use of
`
`(iii) Partner must cease Partner’s use of any Partner Account credentials, except as needed to fulfil Vendor’s obligations during
`
`”)
`
`(“
`
`resolved through the complaint’s procedure
`to the Centre for Effective Dispute Resolution (“
`
`”) for mediation. The Parties agree to enter into mediation in good faith
`
`’
`
`must give notice in writing (‘ADR Notice’
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`controls or violation of UiPath’s or its Affiliates’ IP Rights may be brought at any time within the applicable statute of
`
`require the Parties’ written agreement.
`
`the use of discloser’s CI. For instance, technical and support data related to the UiPath Assets are considered UiPath’s
`
`“
`
`”
`
`Parties acknowledge that either Party’s Products may be subject to export control regulations
`
`d other similar national or international regulations (“
`
`”).
`
`Commerce, Bureau of Industry and Security (collectively, the “
`
`”), (ii) are not 50 percent or more owned
`
`and Syria) (collectively, the “Embargoed Countries”) will not knowingly export, reexport or transfer the Products (or any result
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`NYSCEF DOC. NO. 26
`
`INDEX NO. 655610/2023
`
`RECEIVED NYSCEF: 02/27/2024
`
`Parties may allow their Affiliates to access the other Party’s Assets solely for the purpose of this
`
`will also be conferred upon UiPath’s
`
`UiPath’s
`“including”
`
`UiPath’s
`
`–
`
`

`

`FILED: NEW YORK COUNTY CLERK 02/27/2024 07:27 PM
`FILED:
`YORK COUNTY CLERK .02/27/2024 07.:27 BP
`
`NYSCEF DOC. NO. 26
`
`
`NYSCE NPath’ Coke
`
`.
`
`INDEX NO. 655610/2023
`.
`.
`ENDEX NO., 635610/2023
`
`
`
`RECEIVED NYSCEF: 02/27/2024
`
`
`. RECEIVED NYSCEF,: Q2/27/2024
`
`Exhibit A. Standard Free Partner Terms
`
`The following language shall constitute the Standard Free Partner Terms referenced in the Agreement. The Standard Free Partner
`Termsshall applyif the Partner does not make available any Partner Terms: (a) adequate forthetrial period of paid Partner Products;
`and (b) to any free Partner Products listed by Partner on the Marketplace:
`
`THIS PRODUCT IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS“AS IS” AND ANY EXPRESS OR IMPLIED
`IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED
`WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA
`PARTICULAR PURPOSEARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR CONTRIBUTORSBE LIABLE
`
`FOR ANYDIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES(INCLUDING,
`BUT NOTLIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR
`BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORYOFLIABILITY, WHETHER IN CONTRACT, STRICT
`LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
`APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
`
`THE COPYRIGHT HOLDERS GRANT YOU A LIMITED, NON-EXCLUSIVE, NON-SUBLICENSABLE, NON-TRANSFERABLE,
`REVOCABLE, WORLDWIDE RIGHTTO:(A) IF THE PRODUCT IS PROVIDED TO YOU FOR TRIAL PURPOSES, DOWNLOAD,
`ACCESS, INSTALL AND USE THE PRODUCT IN ACCORDANCEWITH ITS DOCUMENTATION, SOLELY FOR YOUR INTERNAL
`EVALUATION PURPOSES AND FOR THE PURPOSEOF TESTING THE SUITABILITY OF THE PRODUCT FOR YOURINTERNAL
`
`NEEDS, DURING A TERM OF 30 (THIRTY) DAYS FROM THE DATE YOU FIRST DOWNLOAD, ACCESS, INSTALL OR USE THE
`PRODUCT; OR (B) IF THE PRODUCT IS PROVIDED TO YOU FREE OF CHARGE, DOWNLOAD, ACCESS, INSTALL AND USE
`THE PRODUCT IN ACCORDANCEWITH ITS DOCUMENTATION, SOLELY FOR YOUR INTERNAL BUSINESS PURPOSES, FOR
`A TERM OF 12 (TWELVE) MONTHS FROM THE DATE YOU FIRST DOWNLOAD, ACCESS, INSTALL OR USE THE PRODUCT,
`TO BE AUTOMATICALLY RENEWED FOR 12 (TWELVE) MONTHS SUCCESSIVE TERMS, UNLESS TERMINATED EARLIER BY
`THE COPYIRIGHT HOLDERS. UPON TERMINATION OF THE APPLICABLE LICENSE PERIOD, YOU WILL STOP USING THE
`PRODUCT AND DELETE ALL COPIES OF THE PRODUCT AND ANY ASSOCIATED MATERIALS.
`
`UiPath — Marketplace Partner Agreement- V.2022.11.29
`–
`UiPath Public. © 2022 UiPath
`
`12
`
`