Customer Advisory Board: Terms & Conditions

[BluePrism]

BLUE PRISM CUSTOMER ADVISORY BOARD TERMS AND CONDITIONS

1. Purpose

   1. The Blue Prism Customer Advisory Board program (the “Program”) is operated by Blue Prism Limited, whose registered office is at 2 Cinnamon Park, Crab Lane, Warrington, WA2 0XP (“Blue Prism”) for the benefit of itself and affiliates (together, the “Blue Prism Group”) and has been established to help shape the future of intelligent automation. The Program will enable eligible participants to take part in Customer Advisory Board meetings and/or other engagement activities and these Terms apply if you participate in the Program.
   2. These Terms supplement and do not change or override the terms of any licenses between any entity you represent and any member of the Blue Prism Group, nor any other agreements between you and Blue Prism, including but not limited to the general terms and conditions for using the Blue Prism website, which can be found here, and the terms and conditions applicable to the use of Blue Prism online services, which can found here.

2. Confidentiality

   1. You acknowledge that you are likely to gain access to Confidential Information as a result of participating in the Program and/or as part of any related communications with us (“Communications”). In consideration of us agreeing to your access to confidential information, you undertake to us to: (a) keep the Confidential Information secret and confidential; and (b) not use or exploit the Confidential Information in any way, except for the purposes of your participation in the Program. Any other use or disclosure can only be made with our prior written consent. In these Terms, “Confidential Information” means all confidential or proprietary information (however recorded or preserved) relating to the Group that is disclosed or made available (in any form or medium), directly or indirectly, by us or other participants in the Program to you, including, without limitation, in relation to Blue Prism’s business, products, technology, systems and/or other affairs.
   2. The obligations set out in this section 2 shall not apply, or shall cease to apply, to Confidential Information which you can show to our satisfaction: (a) is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by you in breach of these Terms; or (b) was already lawfully known to you before it was disclosed, directly or indirectly, by us; or (c) has been received by you from a third party source that is not connected with us and that such source was not under any obligation of confidence in respect of that information.
   3. If requested by Blue Prism at any time, you shall immediately return to us all documents and other records of the Confidential Information or any of it in any form that have been supplied to or generated by you. If the Confidential Information is stored in electronic form, you shall permanently erase all such Confidential Information from all computer and communications systems and devices. Blue Prism may request you to certify in writing that you have complied with any or all of the obligations in this section 3.3.
   4. You may also be asked to enter into a non-disclosure agreement in connection with specific activities
   5. The obligations under this section 2 shall survive termination or expiration of these Terms.

3. Participation in the Program

   1. You must be over 18 years of age to participate in the Program. You must also comply with all laws and regulations that apply to you when participating in the Program and you will be responsible for your activities when doing so.
   2. You promise that, for as long as you participate in the Program:
      1. you are not engaged in: (a) activities prohibited by export control regulation (including but not limited to the U.S. International Traffic in Arms Regulations); (b) the development of nuclear facilities; (c) conventional, chemical, biological, or nuclear weapons; (d) rocket, missile or unmanned aircraft systems; (e) terrorist activities; or (f) the provision of safety critical systems (“Prohibited Activities”);
      2. you will not use, transfer, or permit the transfer of, any information obtained via the Program or Communications for or to any person or entity engaged in Prohibited Activities, including the design or development of defense articles or the provision of defense services;
      3. you are not a resident of or organized under the laws of Cuba, Crimea, Iran, North Korea, Syria, or Sudan (the “Embargoed Territories”). You will not transfer or permit the transfer of any information obtained via the Program or Communications to any of the Embargoed Territories or to any location prohibited by U.S., English, or other applicable law, as updated from time to time;
      4. you are not owned or controlled by, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Asset Control of the U.S. Department of Treasury; and
      5. you will not transfer or permit the transfer of any information obtained via the Program or Communications, to any person who is, or who is owned or controlled by, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Asset Control of the U.S. Department of Treasury.
   3. If you break any of your promises in this section 3, you will protect us from the consequences. That means you will defend members of the Blue Prism Group against any claim that someone else may bring against any member of the Blue Prism Group and reimburse them for any costs or damages that they incur.
   4. To administer the Program and to enable Blue Prism to communicate with you, Blue Prism will collect basic personal information, including your name, email address, job title and company and industry information. Blue Prism may also collect information on how you interact with Blue Prism and use Blue Prism products and services. You must not provide any other personal data to us. This personal information will be used to administer the Program, to communicate with you as required, and to facilitate our consideration and potential use of any Content (as defined below) provided. Please see our Privacy Policy for information on our privacy practices and your rights.
   5. All decisions regarding the Program, including who is selected to participate, what activities are conducted and how, what feedback will be actioned and which ideas will be pursued, and if, how and when the Blue Prism Group’s products or services may be developed, shall be made at Blue Prism’s sole discretion and we will have no obligation to engage in discussions or correspondence regarding the reasons for, or merits of, any such decision. You acknowledge that you may or may not be selected to participate in any given activity and that, if you do, any information you provide may or may not be used, at our discretion, and the Blue Prism has no obligation to use it. Blue Prism does not make any warranties or guarantees regarding whether you will be selected to participate in any activity nor whether Blue Prism will take any action on any information provided. Blue Prism takes no responsibility for any decisions you may take in connection with your participation in the Program.

4. Content and conduct

   1. Blue Prism does not want to receive confidential information from you via or in connection with the Program. Unless otherwise agreed by Blue Prism in writing, any information that you provide to us shall not be considered confidential information, and shall be treated by Blue Prism on a non-confidential and unrestricted basis.
   2. As part of the Program, you may have the opportunity to share information with Blue Prism (including but not limited to ideas, suggestions, opportunities and feedback) which may help Blue Prism in improving or developing the products and/or services ("Content"). Blue Prism may use Content you provide to (a) improve the accuracy, quality and/or advance the features of products and services offered by the Blue Prism Group; (b) inform product development; and (c) otherwise improve or supplement the products and services offered by the Blue Prism Group. By providing any information to Blue Prism, you agree to the use of such information by the Blue Prism Group as described in these Terms and you irrevocably waive any intellectual property rights in relation to any product development that the Blue Prism Group may undertake based on Content or your participation in the Program. You grant Blue Prism a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sub-licensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute that Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement that Content into any Blue Prism products or services, and to display, market, sublicense and distribute that Content as incorporated or embedded in any product or service Blue Prism distributes or offers without compensation to you. Without prejudice to the rights of the Blue Prism Group to use Content in the manner described in this section 4.2, Blue Prism agrees that (except to the extent such Content has been used in the development of products and/or services and Blue Prism is marketing those products and/or services generally), Content provided by you shall not be used for in marketing materials, including on Blue Prism’s website, social media and other marketing channels.
   3. You agree that you will only share Content with Blue Prism that you have the right to share and to grant to Blue Prism all the rights set out at paragraph 4.2. You confirm that Blue Prism’s exercise of the rights granted pursuant to paragraph 4.2 will not infringe or otherwise breach any rights; and that all moral rights in that Content have been waived to the fullest extent allowed by law.
   4. You are responsible for your conduct when participating in the Program, and agree not to act in a manner that: (i) is false or misleading; (ii) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (iii) invades another's privacy or includes another's confidential, sensitive or personal information; (iv) promotes bigotry, racism, hatred or harm against any group or individual; (v) is offensive, obscene or not in good taste; (vi) breaches or infringes or promotes the breach or infringement of another's rights, including intellectual property rights; or (vii) breaches or promotes the breach of any applicable laws or regulations (including export controls).
   5. You shall defend members of the Blue Prism Group upon request, and indemnify them, against any loss, damage, or expense that any member of the Blue Prism Group suffers or incurs arising out of any claim, investigation, or proceeding brought by a third party in connection with your breach of paragraphs 4.3 or 4.4 above. This includes (without limitation) those brought by government agencies, law enforcement, and regulators. You shall provide all co-operation Blue Prism may request in relation to responding to any such claim, investigation, or proceeding.
   6. You must not use any trademarks or branding of any member of the Blue Prism Group without the express written permission of Blue Prism, which Blue Prism may withdraw at any time. Any use you do make of the trademarks of Blue Prism or branding must comply with the relevant branding guidelines.

5. Miscellaneous

   1. Blue Prism may end access to the Program at any time without notice. You may end your participation in the Program at any time and will notify us in writing if you elect to do so.
   2. Blue Prism may change these Terms from time to time. Any changes will take effect 30 days after notification and will apply to the Program from then on but will not have retrospective effect. You should check regularly for changes to these terms.
   3. The Program is provided free of charge. Blue Prism does not limit its liability where the law prevents it from doing so (for example, if Blue Prism acts fraudulently). Subject to the preceding sentence, Blue Prism’s liability in relation to your participation in the Program will not exceed £50. Blue Prism will not be responsible for any harm to you or any entity you represent in relation to any loss of profits, data or goodwill or if you waste resources in connection with your use of the Program.
   4. Unless otherwise agreed with Blue Prism in writing, you will be solely responsible to pay for any expenses incurred as a result of your participation in the Program.
   5. Blue Prism may transfer its rights under these Terms to another organization. Blue Prism will always tell you in writing if this happens. You may only transfer your rights under these Terms to another person if Blue Prism agrees to this in writing.
   6. These Terms apply between you and Blue Prism. Other than to the extent rights are expressly provided for other members of the Blue Prism Group, no other person has any rights under them.
   7. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
   8. Even if Blue Prism delays in enforcing its rights, Blue Prism can still enforce them later. If Blue Prism does not insist immediately that you do something you are required to do under these Terms, or if Blue Prism delays in taking steps in respect of your breaking them, that will not mean that you do not have to do those things— it will not prevent Blue Prism taking steps against you at a later date.
   9. You can contact us by telephoning the customer service team at +44 (0) 330 321 0055 or by writing to us at bpm-productresearch@sscinc.com or the postal address above. You must send legal notices to BPM-legal.notices@sscinc.com. Blue Prism will send legal notices to the email address you provide to us. If Blue Prism has to contact you, Blue Prism will use any contact details you have provided to us. Use of the words “writing” or “written” in these Terms includes communication by email.
   10. English law governs these Terms and any legal proceedings must be brought in the English courts.