Reseller Terms and Conditions

This Reseller Terms and Conditions (“Agreement“) is a binding agreement between Neostella LLC, a Wisconsin limited liability company located at 215 N. Water Street, Suite 150, Milwaukee, WI 53202 (“Neostella“) and the business customer listed in the Quote (“Customer“), effective on the date Customer executes the Quote (“Effective Date“). Capitalized terms not defined herein have the definitions set forth in the Quote.

Neostella is the reseller of certain Products (and related Services) owned or licensed by UiPath, and Customer agrees to purchase such Products (and related Services, if any) in accordance with the terms and conditions herein. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions. Capitalized terms are defined as set forth below and throughout the Agreement:
   
   1. “MSSA” means UiPath’s Master Software and Services Agreement found at: www.uipath.com/hubfs/legalspot/UiPath_MSSA.pdf as may be updated from time to time by UiPath.
      
      
   2. “Products” means the software listed in the Quote that Customer either (a) licenses and/or (b) purchases a subscription to access (including hosting services), including any documentation set forth in the UiPath trust portal (such portal is further described in the MSSA).
      
      
   3. “Quote” means the Neostella quotation referencing this Agreement that describes the Products and Services purchased by Customer. This Agreement is part of the Quote. 
      
      
   4. “Services” means those UiPath services described in the Quote that consist of professional services but excludes support services. Services does not include any Neostella professional services provided by Neostella, which are subject to a separate, signed written professional services between the parties, if purchased by Customer from Neostella.
      
      
   5. “UiPath” means the UiPath entity listed in Customer’s MSSA.
      
      
2. Scope.
   1. Purchases. Neostella is a reseller of certain Products that are either owned or licensed by UiPath, and certain Services provided by or on behalf of UiPath. Customer agrees to purchase the Products and Services set forth in the Quote from Neostella for the Fees (defined below) described therein and in this Agreement. UiPath may modify or update the Products from time-to-time, without notice.
   2. MSSA. BY EXECUTING THE QUOTE, CUSTOMER EXPRESSLY AGREES THAT IT UNCONDITIONALLY ACCEPTS AND AGREES TO ALL TERMS AND CONDITIONS OF THE MSSA. CUSTOMER’S SIGNATURE ON THE QUOTE INDICATES CUSTOMER’S EXECUTION OF THE MSSA WITH UIPATH. The MSSA is a binding agreement solely between Customer and UiPath. Customer agrees that it has reviewed, accepted and is legally bound to the MSSA with UiPath. Customer understands and agrees that Neostella may share any information Customer provides to Neostella with UiPath, including without limitation, the Quote and this Agreement. Nothing in the MSSA is binding on Neostella, and nothing in this Agreement is binding on UiPath.
      
      
   3. License and Subscription Rights. Neostella does not provide to Customer any license or subscription rights to access or use the Products. All license and/or subscription rights to use the Products, and all related use restrictions, are solely set forth in the MSSA between Customer and UiPath. Additional terms and conditions may apply with respect to third-party software or products, including without limitation, open source software. Customer’s right and/or license to use the Products is subject to Customer’s agreement and compliance with any applicable third-party terms and conditions described in the Quote, the MSSA, and UiPath’s trust portal.
      
      
   4. Implementation Services. Unless Customer purchases implementation services for the Products directly from Neostella by executing a separate professional services agreement, Neostella has no obligation to provide implementation, configuration, consulting, training or other related services to Customer.
      
      
   5. Warranties and Support. Neostella does not provide any warranty services, service level commitments (e.g., SLAs), or support (including updates or upgrades) for Products. Warranties, commitments, and/or support services that apply to the Products, if any, are provided solely as set forth in the MSSA between Customer and UiPath.
      
      
3. Quotes. By executing the Quote, Customer agrees that it is executing, and bound by, the terms and conditions of this Agreement and the MSSA. Upon execution, a Quote becomes part of the Agreement. Unless the context requires otherwise, any reference in the MSSA to an “Order” is a reference to the Quote only insofar as to apply to the Products, Services (and pricing) purchased by Customer. In the event of conflict between the Quote and the Agreement, the Quote shall control.
   
   
4. Fees and Payments.
   1. Customer shall pay to Neostella the fees set forth in the Quote (“Fees“). Fees will be invoiced and paid in U.S. dollars and are non-cancelable and non-refundable. Unless otherwise stated in the Quote: (i) Fees for Products will be invoiced annually in advance; (ii) Fees for Services will be invoiced monthly as incurred; and (iii) Fees are due upon receipt of invoice. Customer’s first payment for Fees will be invoiced on the Invoice Date set forth in the Quote. Fees do not include sales, use, excise and other applicable taxes and duties (“Taxes“), which are solely the responsibility of Customer, excluding taxes based on Neostella’s income. Neostella will invoice Customer for all applicable Taxes unless Customer timely provides to Neostella a valid tax exemption certificate. Termination of the MSSA and/or breach of the MSSA by UiPath does not effect or relieve Customer of its payment obligations to Neostella hereunder.
      
      
   2. Customer must notify Neostella in writing of any good faith payment dispute within ten (10) days of the Invoice Date stated in the Quote and the parties will work together amicably to resolve any such disputes prior to the payment due date. For any Fees not paid when due, Neostella may charge Customer late payment interest charges of the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer is responsible for all attorneys’ fees and collection costs incurred by Neostella in collecting amounts owed. Neostella or UiPath may suspend Customer’s access to the Products in the event any Fees are more than 30 days past due. Neostella may apply unapplied funds due to Customer to outstanding Fees owed under this Agreement.
      
      
5. Intellectual Property Rights. This Agreement does not grant Customer any rights, implied or otherwise, to Neostella’s or UiPath’s intellectual property rights. UiPath, its affiliates and their licensors own and retain all intellectual property rights in and to the Products, including without limitation any integrations, code, patches, materials, data, know-how, background technology, workflows or similar assistance otherwise provided to Customer. Customer acknowledges that if it provides any suggestions or feedback to Neostella or UiPath, it does so voluntarily and Neostella and UiPath will be entitled to use any suggestions or feedback, in any way and for any purpose in relation to the Products and Services, without compensation or attribution to Customer.
   
   
6. WARRANTY DISCLAIMER. CUSTOMER UNDERSTANDS AND AGREES THAT NEOSTELLA IS ONLY A RESELLER OF THE PRODUCTS AND SERVICES. ANY AND ALL WARRANTIES OR COMMITMENTS WITH REGARD TO THE PRODUCTS (INCLUDING WITH REGARD TO THEIR FUNCTIONING OR QUALITY) AND SERVICES ARE SOLELY BETWEEN CUSTOMER AND UIPATH. EXCEPT AS SET FORTH IN THE FOLLOWING SECTION, NEOSTELLA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND COVENANTS, EXPRESS OR IMPLIED, ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM STATUTE, INCLUDING COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE IN TRADE.
   
   
7. Mutual Representations. Each party represents to the other that: (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into and perform its obligations under this Agreement; (ii) the person executing and delivering this Agreement on behalf of such party is duly authorized to make such execution and delivery; (iii) this Agreement constitutes a valid obligation, binding upon and enforceable against each such party in accordance with its terms; and (iv) execution and delivery of this Agreement and the performance of each such party’s obligations do not breach any contract between such party and any third party.
   
   
8. Term and Termination.
   1. Term. This Agreement begins on the Effective Date and ends conterminously with the License End Date set forth in the Quote. The term length of the license and/or subscription rights for Products shall begin on the License Start Date and end on the License End Date stated in the Quote. The License Term shall be twelve (12) months, starting on the License Start Date, unless a different License Term is set forth in the Quote. The Agreement and the Quote may only be renewed or extended upon the signed, written agreement of both parties.
      
      
   2. Termination For Cause. A party may terminate this Agreement upon written notice if the other party fails to cure a material breach of this Agreement within thirty (30) days of the date that written notice of such material breach is sent by the non-breaching party.
      
      
   3. Other Termination Rights. In addition, Neostella may terminate the Agreement immediately upon written notice to Customer if any of the following occur: (i) Neostella’s right to resell UiPath Products and/or Services terminates or expires; (ii) if UiPath terminates the MSSA with Customer; or (iii) Customer files a petition for bankruptcy or is adjudicated bankrupt, a petition of bankruptcy is filed against Customer and not dismissed within sixty (60) days, or Customer admits in writing or in a legal proceeding that it is insolvent and/or unable to pay its debts as they come due. In addition, Neostella may exercise any of the termination rights available to UiPath in the MSSA, as though such termination rights are set forth herein for the benefit of Neostella.
      
      
   4. Suspension. Neostella may (either itself or through UiPath) suspend Customer’s access to the Products and/or Services immediately without notice: (i) if Customer does not pay any Fees within thirty (30) days of when due under this Agreement; (ii) for any circumstances in which Neostella has a right to terminate the Agreement; and (iii) if UiPath or Neostella determines that suspension is necessary to prevent a violation of law, misuse of the Products, or if there is a safety or security risk.
      
      
   5. Effects of Termination. At termination of this Agreement, Customer shall: (i) immediately discontinue use of all Products (and Neostella or UiPath may immediately terminate Customer’s access to the Products); (ii) delete all copies of the Products; (iv) pay all Fees owed; and (v) certify in a signed writing to Neostella that it has complied with the terms of this Section. Neostella has no obligation to provide or make accessible any Data after termination; any such terms relating to Data should be negotiated solely between Customer and UiPath.
      
      
   6. Survival. All provisions of this Agreement that by their nature are intended to extend beyond the termination of this Agreement for any reason shall survive the termination of this Agreement.
      
      
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEOSTELLA AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (“REPRESENTATIVES”) SHALL NOT BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR CLAIMS FOR LOST PROFITS, LOST TIME, LOST DATA, LOST REVENUE, OR LOSS OF USE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, AND EVEN NEOSTELLA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEOSTELLA’S OR ITS REPRESENTATIVES’ AGGREGATE LIABILITY FOR ANY CLAIMS ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO NEOSTELLA UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EVEN IF ANY REMEDIES HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
   
   
   
10. Indemnification. Customer shall indemnify, defend and hold harmless Neostella and its Representatives from and against any claims, suits, allegations, settlements, actions, losses, liabilities, damages, penalties, expenses, courts costs and attorneys’ fees arising from or relating to: (a) Customer’s use of the Products (including but not limited to any claims by UiPath relating to Customer’s use of the Products); (b) Customer’s breach of this Agreement or the MSSA; (c) Customer’s violation of applicable laws; and (d) Customer’s negligence, fraud, recklessness or willful misconduct.
    
    
11. Confidentiality. “Confidential Information” is the confidential or proprietary information of Neostella or its affiliates disclosed to Customer prior to and during the term of this Agreement, including without limitation the terms, conditions and pricing in this Agreement and the Quote. Customer shall only use Confidential Information for Customer to perform its obligations or exercise its rights under the Agreement. Customer shall protect Confidential Information in at least the same manner as it protects its own, similar, confidential information, but in no case using less than a reasonable standard of care. Customer shall not disclose Confidential Information to any party or person other than its employees who have a need to know to perform under this Agreement and who are subject to an obligation of confidentiality at least as protective as described herein. At termination or expiration of this Agreement Customer shall promptly return or destroy Neostella’s Confidential Information (whichever is requested), and thereafter promptly provide written notice of compliance with this clause.
    
    
12. General Terms.
    1. Governing Law and Venue. This Agreement, and any disputes arising hereunder, shall be governed by the laws of the state of Wisconsin, United States, without regard to its conflicts of law principles. Customer agrees to exclusive jurisdiction and venue in the state and federal courts having jurisdiction in Milwaukee County, Wisconsin, U.S. and irrevocably consents to personal jurisdiction in such courts. Each party shall comply with all applicable laws, rules and regulations relating to its performance under this Agreement. Without limiting the generality of the foregoing, Customer shall comply with all applicable import and export laws, rules and regulations.
       
       
    2. Notices. Any notice required to be given under this Agreement shall be deemed to have been properly given and effective: (i) three (3) days after mailing if mailed first-class; or (ii) on the day the notice is delivered by facsimile or email if proof of receipt is received. All notices to Neostella shall be to the mailing address listed on page 1 of this Agreement. Neostella may provide notice to Customer using any contact information provided by Customer to Neostella.
       
       
    3. Assignment. Neither party may assign this Agreement to a third party, without the advanced written consent of the other party.  Any assignment in violation of this clause is void.  Notwithstanding the foregoing, either party may assign the Agreement without the prior consent of the other party to an affiliate of such party, or in the case of: (i) a merger, (ii) a transfer of more than 50% of the equity ownership of the assigning party, (iii) or the sale of all or substantially all of the assigning party’s stocks or assets. In the event Customer assigns this Agreement pursuant to this clause, such assignee must first assume all of Customer’s rights and obligations hereunder in a signed writing.  Neostella and UiPath may subcontract any of it rights or obligations hereunder without notice or consent.
       
       
    4. Force Majeure. No delay, failure, or default by Neostella will constitute a breach of this Agreement to the extent it results of causes beyond the reasonable control of Neostella, including acts of War, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, health crisis, pandemic (including COVID-19), earthquake or the like.
       
       
    5. Use of Names. Without Neostella’s prior written consent, Customer shall not: (i) use the names, trademarks, trade names, service marks, insignia, or logos of Neostella; or (ii) refer to Neostella in any marketing, promotional, advertisement, press release, website, or other similar or dissimilar materials. Neostella may name Customer as its customer in its marketing materials and website.
       
       
    6. Waiver; Severability; Relationship. Waivers of rights, obligations, or breaches may only occur in a signed writing by the waiving party. Any provisions of this Agreement held invalid shall be severed and the remaining provisions shall continue in full force and effect. The parties shall be, and shall act as, independent contractors pursuant to this Agreement
       
       
    7. Entire Agreement. This Agreement and the Quote constitute the entire agreement between the parties with regard to the subject matter herein and supersede all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties. Any amendment or modification to this Agreement and the Quote must be in writing and signed by the authorized representatives of both parties to be effective. For clarification purposes, this Agreement does not apply to any Neostella professional services purchased by Customer from Neostella (if any), which are subject to a separate, signed, written professional services agreement between the parties.