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Automate101 Standard Licensing Terms

Revision 2025.03

1. Overview​

These Standard Licensing Terms apply to all agreements where Automate101 Limited ("Automate101") licenses its installed software, Atria. By signing an agreement referencing these terms, the Licensee agrees to comply with them.

2. Software License​

  • Automate101 grants the Licensee a non-exclusive, non-transferable license to install and use Atria software and associated documentation.
  • This is a software license agreement, not a subscription to a hosted service.
  • The Licensee must not modify, decompile, reverse-engineer, or attempt to extract source code beyond what is permitted in official documentation.
  • The Licensee must register each installed instance and obtain a DeploymentID from Automate101.
  • Licensee must maintain all proprietary notices on the software and documentation.
  • The Licensee acknowledges Automate101 retains all ownership and intellectual property rights in Atria and any updates or modifications.

3. Installation & Customer Responsibilities​

Atria is installed and operated on Licensee-managed infrastructure.

The Licensee is responsible for:

  • Ensuring system requirements are met.
  • Maintaining infrastructure security and access controls.
  • Backup and recovery of data stored within Atria.
  • Managing user access and permissions within their environment.

Automate101 is not responsible for managing, securing, or operating the Licensee’s infrastructure.

4. Support & Updates​

  • Support is provided based on the selected support plan, as per Automate101’s published Support Policy.
  • Updates are regularly released, and the Licensee is responsible for maintaining updates.
  • If the Licensee fails to apply updates, Automate101 may:
    • Suspend support services until updates are applied.
    • Charge additional fees for legacy system support.
  • Support does not include on-premises troubleshooting unless explicitly agreed.

5. Analytical Data & License Reporting​

  • Each Atria instance generates anonymized analytical data for licensing compliance and service improvement.
  • Automated License Reporting is mandatory and must not be disabled or interfered with.
  • If automated reporting fails, the Licensee must resolve the issue within 60 days.
  • If reporting remains unavailable, Automate101 may:
    • Invoice based on manual reports or previous data.
    • Conduct audits to verify license compliance.
  • The Licensee agrees to pay any under-reported amounts and reasonable audit costs.

6. Fees & Payment​

  • Fees are invoiced monthly in arrears based on usage.
  • Unless otherwise agreed, payment is due by the 20th of the following month (NET 20 EOM).
  • Automate101 may increase pricing once per year, with at least 60 days’ notice.
  • A minimum monthly license fee, as specified in the main agreement, applies. If the total licensing charges for a given month are less than this amount, the Licensee will be billed the minimum fee.
  • If payment is undisputed and overdue by 60 days, Automate101 reserves the right to deactivate the software.
  • If any government imposes import duties, tariffs, taxes, or similar charges on the Software or Support Services provided under this Agreement, those charges are the responsibility of the Licensee. Automate101 may on-charge these fees by giving 30 days’ written notice.

7. Intellectual Property​

  • Automate101 retains all intellectual property rights in the software, updates, and related materials.
  • The Licensee cannot claim ownership over Automate101’s intellectual property.
  • If the Licensee provides feedback or suggestions, Automate101 owns any IP associated with resulting improvements.

8. Confidentiality​

  • Each party must keep confidential information private and secure.
  • Confidentiality obligations do not apply to:
    • Legally required disclosures.
    • Public domain information.
    • Authorized disclosures.
  • Automate101 may disclose information as part of a business sale, provided confidentiality is maintained.

9. Liability & Warranties​

  • Automate101 warrants that:
    • The software will materially conform to its documentation (but may not be error-free).
    • To its knowledge, the software does not infringe third-party intellectual property.
  • If a defect is found, Automate101 may repair, modify, or replace the software.
  • Automate101 is not liable for:
    • Indirect, incidental, or consequential damages.
    • Loss of profit, revenue, savings, business, data, or goodwill.
  • Automate101’s total liability is capped at the total fees paid in the past 12 months.
  • Liability limitations do not apply to:
    • Personal injury.
    • Fraud or willful misconduct.

10. Term and Termination​

  • The initial term of this agreement is 12 months from the start date.
  • The agreement automatically renews for successive 12-month periods, unless either party provides at least 60 days' written notice before the end of the current term.
  • Either party may terminate immediately if the other:
    • Fails to remedy a material breach within 30 days of notice.
    • Becomes insolvent or bankrupt.
    • Cannot perform obligations due to force majeure for 30+ days.
  • Upon termination, the Licensee must cease using Atria and destroy confidential information.

11. Disputes​

  • The Licensee must dispute invoices within 10 working days; otherwise, they are deemed accepted.
  • Disputes must first be resolved in good faith negotiations.
  • If unresolved, disputes proceed to mediation before any legal action.

12. General Provisions​

  • Force Majeure: Neither party is liable for failure due to events beyond their control.
  • Notices: Must be sent via email to the designated contacts.
  • Governing Law: This agreement is governed by New Zealand law.
  • Assignment: The Licensee cannot transfer rights without Automate101’s written consent.
  • Entire Agreement: These terms replace any prior agreements unless explicitly varied in writing.

Updates & Reference​

These Standard Terms apply to all agreements referencing them. Automate101 reserves the right to update these terms, with changes taking effect 60 days after notice to Licensees.

For the latest version, visit: https://docs.getatria.com/docs/standard-licensing-terms