BY CLICKING THE “I ACCEPT” CHECKBOX DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING APPIAN COMMUNITY EDITION LICENSE AGREEMENT (“AGREEMENT”).
THIS AGREEMENT IS BETWEEN APPIAN CORPORATION AND ITS AFFILIATES AND SUBSIDIARIES (“WE”, “US” OR “OUR”) AND THE INDIVIDUAL ACCEPTING THIS AGREEMENT (“YOU” OR “YOUR”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. YOU OR US MAY BE INDIVIDUALLY REFERRED TO AS A “PARTY” OR COLLECTIVELY REFERRED TO AS THE “PARTIES.”
YOU MUST BE AT LEAST 18 YEARS OF AGE TO ACCEPT THIS AGREEMENT. IF YOU DO NOT SATISFY THE FOREGOING REQUIREMENTS OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
The terms defined in this Section and any other capitalized terms defined in the other sections of this Agreement have the meanings stated.
“Data” means the data, information or material that You and any Users submit to the Service under this Agreement. Data shall not include anything initially provided to You by Us.
“Documentation” means the contents provided under the documentation section of the Appian Community website, https://docs.appian.com, or other URL as notified to You by Us in writing from time-to-time.
“Platform” means the limited version of Our baseline business process automation software platform (including all updates and enhancements to the same) provided by Us to You under this Agreement.
“RPA Software” means a limited version of Our robotic process automation software (including all updates, and enhancements to the same), that is provided by Us to You under this Agreement, and which contains the following four components: (a) the Appian RPA Console, a cloud based application used to deploy new robotic processes, manage resources, review data and metrics, and configure platform settings; (b) the Appian RPA Server, a cloud based service which executes robotic processes and deploys RPA code; (c) the Appian RPA integrated developer environment, locally installed software which allows for the development of Appian RPA robots; and (d) Appian RPA Agents, locally installed software robots that perform assigned tasks.
“Service” means the Platform and the RPA Software, collectively.
“User” means You, if You are an individual, or Your employees, contractors or subcontractors, if You are a corporate entity, all to the extent having a user account in the Service allowing for authentication into the Service.
License. During Your license to use the Service, We shall grant up to 15 Users with a non-transferable, nonexclusive license, without right of sublicense to: (a) access the cloud based elements of the Service (all elements other than the locally installed elements of the RPA Software (Appian RPA integrated development environment and RPA Agents)) via a username and password over the Internet, and (b) install and to use the locally installed elements of the RPA Software (Appian RPA integrated development environment and RPA Agents) on Your computers. You may use the licenses provided under this Agreement for Your internal business purposes, which may include evaluation or production purposes.
Service and Usage Limitations. Your license to use the Service under this Agreement is without charge. The version of the Service provided under this Agreement has limited features and functionality relative to Our standard version of the Service, and Your use of the Service is subject to certain use limitations that are more restrictive than our standard usage terms and conditions. These limitations are described in the documentation provided to You as part of the ordering process associated with the Service and in Schedule 1 of this Agreement. These limits and restrictions are subject to change from time-to-time at Our sole discretion.
General Restrictions. Except to the extent expressly authorized in this Agreement or in the Documentation, You may not: (i) reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Service, (ii) operate the Service for use by third parties or otherwise operate the Service on a service bureau basis, (iv) modify, copy, reproduce or create a derivative from the Service, in whole or in part, or (v) allow, permit or assist any party to do any of the foregoing. In addition, You agree not to use the Service in circumstances in which errors or inaccuracies in the content, functionality, services, data or information provided by the Service or the failure of the Service, could lead to death, personal injury, or severe physical or environmental damage. You may not use the Service if You are Our competitor or to provide information about the Service to Our competitors. Neither You nor Your Users may mask their identity when using the Service.
Users Accounts. User accounts may not be shared among individuals or used to provide access to the Service to individuals who are not the individual associated with the corresponding User account.
Your Responsibilities. You must use the Service in accordance with all applicable laws. You are responsible for the password security of User accounts and the level of access granted to an individual User by Your Service administrators, as well as any other security configurations set by You in the Service. You are responsible for any violation of this Agreement by Your Users. You shall promptly report to Us any copying or distribution of the Service in violation of this Agreement that is known or suspected by You and provide Us with reasonable assistance to stop such violation.
Intellectual Property Rights. The Service, including all intellectual property rights therein, is licensed to You, not sold, and shall remain Our property at all times. We retain all rights in the Service not expressly provided to You under this Agreement.
Opposition. You may not contest, oppose or challenge Our rights in and to the Service, nor register or attempt to register copyrights, trademarks, domain names or other intellectual property rights in the Service in any jurisdiction. If You register or attempt to register any rights in violation of this provision, at Our written request and option, You will without cost to Us either withdraw any application or registration or take steps to transfer and assign the registration to Us.
As between the Parties, the Data belongs to You. You are responsible for responding to any notices sent to You (or any User) by any third party claiming that the Data violates such party’s rights. You grant Us a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right during the term of this Agreement to use the Data in providing the Service.
PERSONAL DATA AND RECEIPT OF UPDATES FROM US
In addition, by accepting this Agreement, You agree that we may send You newsletters, updates and other information about Us and Our processing of Your personal information. You may amend the information You receive from Us or opt out of receiving general commercial communications from Us at any time at the following link: https://go.pardot.com/emailPreference/e/epc/10342/MvA6a48fCIQaNoJAdU4dgCiZYE1_jvINwamRyzkD1U0/1346.
Confidential Information. “Confidential Information” means any information disclosed in writing or orally by one Party (the “Discloser”) to the other Party (the “Recipient”) and includes (a) information marked as confidential, (b) the Service, and (c) information that is reasonably understood to be confidential under the circumstances of disclosure or the nature of the information disclosed.
Non-Disclosure. The Recipient agrees to use the same degree of care to avoid unauthorized use or disclosure of the Discloser’s Confidential Information as it uses to protect its own information and data of like importance, but in no event using less than a reasonable degree of care. Acting in accordance with the foregoing standard, the Recipient agrees to disclose the Discloser’s Confidential Information only to its employees or Users (or, in the case of Us, authorized subcontractors) who (i) have a need to know the same, and (ii) are subject to binding confidentiality obligations with the Recipient that are at least as restrictive regarding limitations on use and disclosure as those in this Section.
Exceptions. The foregoing restrictions will not apply to information that (a) is known to the Recipient at the time of receipt, (b) has become publicly known through no wrongful act of the Recipient, (c) has been rightfully received from a third party authorized to make such communication without restriction, (d) has been independently developed by the Recipient as evidenced by written records, (e) has been approved for release by written authorization of the Discloser, or (f) is required by law to be disclosed; provided that if the Recipient is required to disclose the Discloser’s Confidential Information pursuant to an order under law, the Recipient must, if lawful, promptly notify the Discloser and cooperate in all reasonable respects with the Discloser’s requests in connection with obtaining a protective order.
Feedback. If during Your license to use the Service under this Agreement You communicate to Us suggestions for improvements, ideas, enhancement requests or other feedback in connection with the Service (“Feedback”), We shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and We shall be entitled to use the Feedback without restriction.
TERM, TERMINATION AND SUSPENSION
Term. This Agreement is effective as of the date You accept this Agreement and shall continue as long as You have access to the Service under this Agreement.
Termination. Either Party may terminate this Agreement at any time with written notice to the other Party.
Suspension. Upon providing You with written notice, We may immediately suspend Your privilege to use the Service, which suspension shall be without any liability to Us if We have reason to believe: (a) You or Your Users are in breach of this Agreement or using the Service in any manner to (i) interfere or attempt to interfere with the functionality or proper working of the Service, including but not limited to participating in any flooding or denial or service activities of any kind, or (ii) engage in, promote or facilitate illegal activities; or (b) the Data (i) infringes, violates or misappropriates any rights of Us or any third party; (ii) constitutes defamation, invasion of privacy or publicity, or otherwise violates any applicable law or regulation, (iii) contains malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code, or (iv) contains any sensitive prohibited information.
Effect of Termination. Upon the effective date of termination, We may terminate Your and Your User’s use of the Service.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES ARE DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU UNDER ANY CAUSE OR ACTION (INCLUDING CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) ARISING FROM OR OUT OF THIS AGREEMENT FOR (a) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, AND (b) ANY DIRECT DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION ARE INDEPENDENT OF ANY LIMITED REMEDY SET FORTH HEREIN, SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU AGREE THAT OUR LIMITATION OF LIABILITY IS APPROPRIATE GIVEN THE FREE NATURE OF SERVICE.
SOME DISCLAIMERS AND EXCLUSIONS DO NOT APPLY TO YOU
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You shall at Your expense indemnify and defend Us against any claim brought by a third party against Us alleging that the Data infringes the rights of any third party. We shall provide prompt notice of any claim for which defense is sought hereunder and will provide You with sole control of the defense against any such claim, provided that You may not enter into a settlement requiring Us to make payment, take an action, or refrain from acting without Our consent, which shall not be unreasonably withheld, conditioned or delayed.
To You. Except as otherwise set forth herein, notices made by Us to You under this Agreement that affect Our customers generally (e.g., notices of amended and incorporated policies...) will be posted on the website associated with the Service. Notices made by Us under this Agreement to You or Your account specifically (e.g., notices of breach) will be provided to You via the email address provided to Us during the Your ordering process. You must keep Your email address current, and You will be deemed to have received any email sent to any such email address, upon Our sending the email, whether or not You actually receive the email.
To Us. You may submit general questions regarding the Service to the email address provided on Our website associated with the Service. Formal legal notices (e.g. notice of breach, etc.) should be sent to:
Appian Corporation Attention General Counsel 7950 Jones Branch Drive, McLean, Virginia 22102 (USA) We may update this address by posting a notice of an updated address on our general website.
Language. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
GOVERNING LAW AND DISPUTED RESOLUTION
The law governing this Agreement and associated dispute resolution process shall be determined by Your location, as described below.
United States, Canada or Latin America. If You are located in the United States, Canada or Latin America, the validity, construction, and interpretation of this Agreement and the rights and duties of the Parties hereto, shall be governed by the laws of the Commonwealth of Virginia, excluding its principles of conflict of laws, and the controlling laws of the United States of America. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the County of Fairfax, Virginia in accordance with the Rules of the American Arbitration Association (“AAA”) by a single arbitrator to be designated by AAA, and judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any decision by the arbitrator shall be final and binding, and except in cases of fraud or gross misconduct by the arbitrator, the decision rendered shall not be appealable. The prevailing Party in the arbitration proceeding shall be entitled to recover attorney’s fees, all reasonable out-of-pocket costs and disbursements, as well as any and all charges which may be made for the arbitration’s cost and the fees of the arbitrator.
Europe, Middle East, or Africa. If You are located in Europe, the Middle East, or Africa the validity, construction, and interpretation of this Agreement and the rights and duties of the Parties shall be governed by the law of England and Wales, excluding its principles of conflict of laws. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the London, England as administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules. The arbitration shall be conducted in the English language by a single arbitrator designated by the ICDR, and judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any decision by the arbitrator shall be final and binding, and except in cases of fraud or gross misconduct by the arbitrator, the decision rendered by the arbitrator shall not be appealable. The prevailing Party in the arbitration proceedings shall be entitled to recover attorney’s fees, and all reasonable out of pocket costs and disbursements, including the cost of the arbitrator.
Australia, New Zealand, and East or Southeast Asia. If You are located in Australia, New Zealand, or East or Southeast Asia, the validity, construction, and interpretation of this Agreement shall be governed by the laws of New South Wales, Australia, excluding its principles of conflict of laws. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Sydney Australia conducted by the Australian Centre for International Commercial Arbitration (“ACICA’) in accordance with the ACICA Arbitration Rules. The arbitration shall be conducted in the English language by a single arbitrator designated by the ACICA, and judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any decision by the arbitrator shall be final and binding, and except in cases of fraud or gross misconduct by the arbitrator, the decision rendered shall not be appealable. The prevailing Party in the arbitration proceeding shall be entitled to recover attorney’s fees, all reasonable out-of-pocket costs and disbursements, as well as any and all charges which may be made for the arbitration’s cost and the fees of the arbitrator.
Captions. The captions used in this Agreement are for convenience of reference only. They do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement. All provisions of this Agreement will be enforced and construed as if no caption had been used.
Force Majeure.Neither Party shall be liable to the other Party for any delay or failure to perform due to causes beyond its reasonable control and not caused by its fault or negligence. Performance times shall be considered extended for a period equivalent to the time lost because of any such delay.
Survival. Provisions herein which by their nature extend beyond the termination of this Agreement shall remain in effect until fulfilled.
Relationship. No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement or Your using the Service.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
Waiver. A Party’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing.
Assignment. This Agreement may not be assigned by You without Our prior written approval but may be assigned without Your consent by Us to (a) a parent or subsidiary, (b) an acquirer of assets, or (c) a successor by merger. Any purported assignment in violation of this section shall be void.
Integration. This Agreement is the final, complete and exclusive agreement between You and Us relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between You and Us, whether oral or written, regarding transactions hereunder.
Standard Features of the Platform That Have Been Disabled
One Hosted Environment. Only one hosted environment of Platform is provided under this Agreement. Separate testing, development and production environments of the Platform are not available under this Agreement.
DevOps Disabled. All DevOps features in the Platform are disabled.
Linking of Multiple Environments Disabled. The feature of the Platform allowing multiple Appian environments to be linked has been disabled.
Import/Export via Appian Designer and Admin Console Disabled. The feature of the Platform allowing for the export of applications, packages and settings files developed using the Platform to local ZIP files has been disabled. Similarly, the ability to import applications, packages and settings files via the admin console has been disabled.
Import Restrictions. You may not import applications developed on a paid version or any other environment of Our business automation platform for use as part of the Service under this Agreement.
CI/CD Tools. The features of the Platform allowing the Platform to be used with external CI/CD tools for advance development integrations has been disabled.
Single Sign On (SSO) via LDAP and SAML configuration has been disabled.
Service Specific Usage Restrictions. You are prohibited from using the Service outside of the following limitations.
Maximum Number of Record Rows Synced in the Platform. You may sync up to the number of rows per record in the Platform that is specified in community.appian.com/p/community-edition-guide as this information may be updated by Us from time-to-time.
Maximum Number of Platform Process Executions Per Day. You may use the Platform to execute up to the number of process executions in any 24-hour period that is specified in community.appian.com/p/community-edition-guide as this information may be updated by Us from time-to-time.
Maximum Number of Intelligent Document Processing Executions Per Day. You may use the Intelligent Document Processing feature of the Platform up to the number of times per day that is specified in community.appian.com/p/community-edition-guide as this information may be updated by Us from time-to-time. Appian’s Intelligent Document Processing feature can be configured to classify documents as a certain type (e.g. purchase order, invoice, receipt…) and to extract unstructured data from a document (e.g. extracting the purchase order number).
Data Restrictions. You may not upload protected health information or payment card information to the Service.
RPA Software Restrictions. You may use the RPA Software only on one of Your local or virtual computers. You may process up to the number of robotic processes per day under this Agreement that is specified in community.appian.com/p/community-edition-guide as this information may be updated by Us from time-to-time. A robotic process is comprised of all of the steps that a particular robot is configured to process each time the robot is “run”.
Platform Instance Usage Restrictions. You may only use up to the percentage of the disk capacity of the instance infrastructure that you are provided in connection with the Platform under this Agreement that is specified in community.appian.com/p/community-edition-guide as this information may be updated by Us from time-to-time..
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