Digital Worker License Agreement

SigmaRPA Digital Worker License Agreement
Effective Date: August 25, 2020
Last Updated: August 25, 2025

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ENGAGE WITH SIGMARPA INC., (THE “DEVELOPER”) TO HIRE A DIGITAL WORKER, (THE “DIGITAL WORKER”).

YOU (HEREINAFTER “CLIENT”) ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. CLIENT AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CLIENT. THIS AGREEMENT IS ENFORCEABLE AGAINST CLIENT. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLIENT MAY NOT HIRE THE DIGITAL WORKER.

THE DEVELOPER PROVIDES THE DIGITAL WORKER SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE CLIENT ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON” YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT THE CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CLIENT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CLIENT AND BIND THE CLIENT TO ITS TERMS. IF THE CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLIENT WILL NOT AND DOES NOT LICENCE THE DIGITAL WORKER TO THE CLIENT.

This Digital Worker License Agreement (“Agreement”) governs all services, automation projects, and related activities provided by SigmaRPA to its clients. It applies to all Statements of Work (“SOWs”), proposals, and service orders executed between the parties. Each SOW forms part of this Agreement, and together they represent the entire understanding between SigmaRPA and the Client.

This Agreement governs SigmaRPA’s commercial relationships with its clients. It operates independently from SigmaRPA’s publicly available Terms & Conditions and Privacy Policy, which apply to general website visitors and marketing communications. In the event of conflict, this Agreement shall prevail for all client engagements and service deliverables.

1. NOT AN EMPLOYEE

It is acknowledged and agreed that the Digital Worker is not an employee and is not granted any rights deserving of a human, including healthcare benefits, breaks or lunches, public holidays, paid vacation, sick days or any other days that are legally required for traditional workers or bonus or profit sharing or any other pay that the employer offers traditional workers.

2. INTERACTION BETWEEN THIS AGREEMENT AND THE SOW

The Client acknowledges that it will have entered into one or more Statements of Work, (each an “SOW”) that outlines in detail the specific deliverables provided by the Developer as outlined in the SOW or such other deliverables set out in the SOW, (the “Deliverables”) together with the other objectives, as agreed to by Client and Developer. It is agreed that the terms of the SOW form an integral part of this Agreement and should be read in conjunction with one another. It is further acknowledged and agreed that terms and conditions outlined herein may be modified or altered by the Developer from time to time with notice to the Client.

3. WHAT THE DEVELOPER WILL DO FOR YOU

3.1 Delivery and Maintenance. Developer shall produce those services (“Services”), including without limitation, implementation and continued maintenance and support of the Digital Worker as further detailed in the and all other items that are to be provided or produced by Developer as set out in each SOW, and deliver the Deliverables. Developer will complete the Services and deliver the completed Deliverables in accordance with the mutually agreed times tables established from time to time in writing from time to time or as established in the SOW. In carrying out the Services and producing the Digital Worker, the Client expressly acknowledges and agrees that the Digital Worker is being licensed to the Client in accordance with the terms set out herein and, in the SOW. The Client does not retain any ownership interest in the Digital Worker.

3.2 Nature of the Digital Worker. The Digital Worker is a configurable automation service built using SigmaRPA’s proprietary framework and Automation Components. It is not a custom-developed software product. The Client licenses the use of the Digital Worker as part of a service engagement and does not acquire ownership of its source code or underlying framework.

3.3 Excluded Services. Any other processes or services not included in the Scope of Service (as defined below) specified in this Agreement or the SOW or where otherwise agreed between the parties in writing will not be carried out by the Developer unless it is done by way the issuance of a new SOW.

3.4 Project Coordinator. The Deliverables will be provided by Developer and assigned members of the Client’s project team, (each a “Project Coordinator”). Each Project Coordinator shall be responsible for arranging all meetings between the parties, and for the transmission and receipt of Deliverables or any information and notices between the parties. The Project Coordinators shall also be responsible for facilitating all administrative matters such as invoices, payments, and amendments.

3.5 Performance Review. The performance of the Digital Worker, including without limitation the Digital Worker Performance, process performance and review of all Service Request Forms, will be reviewed by the Parties from time to time.

3.6 The Deliverables may be delivered in a modular format, with the delivery order as set out in the SOW. Any change required in the delivery order of said modules will be agreed upon with the Client prior to implementing.

4. DEVELOPMENT PROCEDURES

4.1 The Client and Developer will work together to establish the Scope of Service provided by the Digital worker, in accordance with the steps and procedures outlined in the table below, (collectively, the “Scope of Service”).

Step No.	Event	Description	Client Responsibility	Change Procedure	Acceptance/ Triggers
Step I	Client accepts SOW	Sign-off of Process SOW which defines: a) Scope of Service; b) Fees and Payment; and c) Terms and Conditions.	Client ensures SOW is full and complete. Client signature required accepting SOW.	Any change may trigger an update to the SOW.	All terms of the SOW are accepted
Step II	Project Kick-off Meeting	Kick-off Meeting to define Roles and Responsibilities, timing, and IT access to Infrastructure & Applications.	Client will commit resources to project. Client will accept timeframe of Development.	Any change may trigger an update to the SOW.	Kick-off Meeting triggers start of SOW Payment Terms.
Step III	Create and Design the Training Package	Sigma will create the Digital Worker's Training Package based on Job Observations and Video Recordings. Sigma will build high-level Process Map and key stroke-level Process Narrative. Sigma will create Exception Handling Rules.	Client will provide detailed guidance in creating the Training Package. Client will create and validate all Business Rules. Client signature required accepting Process Narrative.	Customer acceptance freezes Process Map. All change requests after acceptance of the Narrative will be submitted via Service Request Form.	Acceptance triggers start of Training
Step IV	Training and Development	Sigma will begin programming the Digital Worker to complete the processes defined in the SOW.	Client will be readily available to provide clarification as required.	Process becomes frozen. No additional changes should be requested.
Step V	Testing Phase 1: System Integration Testing (SIT)	Establishment of Test Scenarios & Cases Sigma Testing of Digital Worker to ensure client readiness.	Client will create test cases as required.
Step VI	Testing Phase 2: User Acceptance Testing (UAT)	Establishment of Test Scenarios & Cases for UAT. Establishment of Tracking & Corrective Action Log. Load & Capacity check and balance.	Phase #1 Testing (Joint with Sigma). Phase #2 Testing (Without Sigma). Client signature required accepting Digital Worker test results.		Acceptance triggers start of Production
Step VII	Digital Worker Supervisor Training	Sigma will work with customer to define supervisory roles involved with Digital Worker.	Client will create Digital Worker Supervisor & Digital Worker Manager Job Descriptions. Client will create Work Instruction.
Step VIII	Digital Worker Probation/Pre Production	Sigma will work with customer to integrate Digital Worker into production environment. Phase #1 Staff Training (With Management Support) Phase #2 Testing (Without Management Support)	Client signature required accepting Digital Worker entry into Production		Acceptance triggers start of the SOW Term.
Step IX	Digital Worker Production & Performance Reviews	Performance Review #1 - 1 Month Performance Review #2 - 3 Month Performance Review #3 - 9 Month Regular Performance Reviews to be provided from time to time.

4.2 Digital Worker - Service Request. Additions or material modifications to the Digital Worker’s functions may be accomplished through the use of a “Service Request”, provided such additions or material modifications are requested following the completion of Step III of the Process as set out in Section 4 below. A Service Request must be in writing and signed by both parties in order to be effective. A Service Request, once submitted by the Client, will become an appendix to the SOW. Any material changes made pursuant to a Service Request may result in a Change of Scope as defined in Section 2.3 and Section 5 below.

5. INTELLECTUAL PROPERTY AND USE OF MATERIALS

5.1 Client Proprietary Processes. All business processes, workflows, data structures, and operational methods unique to the Client (“Client Proprietary Processes”) remain the sole property of the Client. SigmaRPA will not disclose, replicate, resell, or commercialize any Client Proprietary Processes or data shared during the engagement. SigmaRPA’s access to such information is solely for the purpose of performing the Services described in the applicable Statement of Work (“SOW”).

5.2 SigmaRPA Automation Components. SigmaRPA retains all right, title, and interest in and to its pre-existing and newly developed automation scripts, routines, templates, connectors, tools, methods, and other reusable components (“Automation Components”). SigmaRPA grants the Client a non-exclusive, perpetual, worldwide license to use the Automation Components solely to operate the Digital Worker within the Client’s own internal business environment. The Client shall not sublicense, resell, distribute, or otherwise make the Automation Components available to any third party.

5.3 Shared Boundaries. Where Automation Components necessarily reflect or support a Client Proprietary Process, the Client’s rights are limited to internal operational use, and SigmaRPA’s rights are limited to re-use of the underlying Automation Components only to the extent such re-use does not reveal, rely upon, or replicate the Client’s proprietary data, logic, or methods.

5.4 Public Domain and Independent Development. Nothing in this Agreement restricts either party from using knowledge, ideas, concepts, or techniques that are publicly available, independently developed, or generally used in the industry, provided such use does not violate the confidentiality obligations set forth in this Agreement.

5.5 Non-Commercialization Commitment. SigmaRPA agrees it will not commercialize, sell, or distribute any automation or logic that incorporates Client Proprietary Processes or that would reasonably identify or reveal the Client’s unique business methods. The Client acknowledges that SigmaRPA may continue to develop and commercialize automation tools that use common or publicly available methods, provided such tools do not use or disclose Client Proprietary Processes or Confidential Information.

5.6 No Assignment of Rights. Except as expressly stated herein, nothing in this Agreement shall be construed as transferring or assigning to either party any ownership rights, intellectual property rights, or interests in the other party’s materials or technology.

5.7 Genera All licenses granted to the Client under this Agreement shall survive termination for any reason.

6. FEES

6.1 Fees. The Client agrees to pay to the Developer the undisputed amount calculated and invoiced in accordance with the amounts contained in the SOW, or, in the event of early termination pursuant to Section10 of this Agreement, that portion of the Fees for Services already performed, Developer agrees to deliver the work described within the “description of services” for the quoted project cost pending that there are no additional change orders/ functional request and Client does not exceed the allotted revision cycles.

6.2 Any work requested by Client that is outside the Scope of Service or a Service Request shall be invoiced in accordance with the service rates identified in the SOW, (the “Developer’s Fee”).

6.3 The payment schedule will be mutually agreed in the SOW.

6.4 Without limiting Developer’s other rights or remedies, any late payment shall be subject to interest at the lesser rate of 3% per month or the maximum amount permitted by law and Developer shall be entitled to stop the Services and not deliver any Deliverables until payment in full of all outstanding amounts is received.

6.5 Subject to Section 10.3 below, in the event that the Client terminates this Agreement, the Client shall pay be obligated to pay the Developer’s Fee as follows:

a) If the term of the Agreement set out in the SOW is for a period of one (1) year, then the Client shall pay the Developer’s Fee owed for the full term.

b) If the term of the Agreement is more than one (1) year and:

If the Client terminates this Agreement after the Probationary Period during the first year of the term, then the Client shall pay the Developer’s Fee owed for the balance of the first year, plus 25% of the Developer’s Fee payable in each consecutive year of the full term outlined in the SOW; or
If the Client terminates this Agreement within the first six months of any year following the first year of the term, the Client shall pay the Developer’s Fee for a period of six months, plus 25% of the Developer’s Fee payable in each consecutive year of the full term outlined in the SOW; or
If the Client terminates this Agreement after the first six months of any year following the first year of the term, the Client shall pay the Developer’s Fee for the balance of that year, plus 25% of the Developer’s Fee payable in each consecutive year of the full term outlined in the SOW.

7. ADDITIONAL FEES

7.1 Change of Scope. Any requested changes to the SOW will, in the sole determination of the Developer, require a change of scope as outlined therein, which may result in a change to the Fees and Payment, and Terms and Conditions, (a “Change of Scope”). In the event of a Change of Scope, an amended SOW shall be delivered by the Developer to the Client and signed by both parties. It is expressly acknowledged and agreed that without an amended SOW, the Developer shall not be bound to deviate or provide alternative services than those outlined in the original SOW.

7.2 Retraining. Over time your company may require new software. Any changes to the software applications that are used by the Digital Worker beyond what would be considered an update to the existing software application, may require the Digital Worker to be retrained to perform a new set of procedures, which may result in a change to the Fees and Payment, and Terms and Conditions, (“Retraining”). In the event that Retraining is required, an amended SOW shall be delivered by the Developer to the Client and signed by both parties. Any fees associated with Retraining the Digital Worker will not exceed the Developer time required to produce those services performed by the Digital

7.3 Additional Resource. As your company grows you may find that the increased workload requires an increase in your Digital Worker’s capacity. Any consistent and prolonged increase in workload that results in the need for additional Digital Worker resources being deployed to assist with the increase in workload, may result in a change to the Fees and Payment, and Terms and Conditions, (“Additional Resource”). In the event that Additional Resources are required, an amended SOW shall be delivered by the Developer to the Client and signed by both parties.

7.4 Additional Fee for Maintenance. Unless expressly written otherwise, no Additional Fee for Maintenance will be applied to the Client for continued maintenance and support of the Digital Worker. In the event that Additional Fees for Maintenance are required, the Developer will clearly identify all events subject to Additional Fees for Maintenance in the applicable SOW.

a) Maintenance for the purpose of correcting Incidents is included in the Delivery and Maintenance of the Digital Worker as defined in Section 3 of the DWLA, including the following:

In the event of an incident caused by Developer Applications or Infrastructure, which causes errors in the Digital Worker’s performance or causes the Digital Worker to stop working, there will be no Additional Fee for maintenance.
In the event of an incident caused by a Client Application, which causes errors in the Digital Worker’s performance or causes the Digital Worker to stop working, there will be no Additional Fee for maintenance.
In the event of an incident caused by the Client’s Infrastructure, which causes errors in the Digital Worker’s performance or causes the Digital Worker to stop working, there will be no Additional Fee for maintenance. These types of incidents will require Client resources to apply a remedy.

b) Modifications of Existing Processes or Services. Maintenance for the purpose of modifying existing processes or services is included in the Delivery and Maintenance of the Digital Worker as defined in Section 3 of the DWLA, including the following:

In the event of a modification required as a result of a change in the Client’s process, which does not materially alter the scope of work of an Existing Process or Service, there will be no Additional Fee for Maintenance. Examples include: Integration of new Client requirements; Modification of existing Reports; Addition of columns to Business Rules; and Modification of QA criteria.
In the event of a modification required as a result of an update to the software applications used by the Digital Worker in an Existing Process or Service, there will be no Additional Fee for Maintenance.
In the event of a modification required as a result of an update to the Business Rules or Business Forms referenced and used by the Digital Worker in an Existing Process or Service, there will be no Additional Fee for Maintenance.

7.5 Other. For all Other events that require maintenance and support of the Digital Worker, but which are not specifically identified in the DWLA or the SOW, it is assumed that there will be no Additional Fee for Maintenance. These types of modifications are included in the Delivery and Maintenance of the Digital Worker as defined in Section 3 of the DWLA.

8. CLIENT OBLIGATIONS

8.1 Client shall:

a) cooperate with and assist Developer by providing to Developer such information and such access to Client’s personnel, facilities, equipment, databases, software, Client Materials or resources as are described in the SOW, or as Developer may reasonably request in the format to be agreed upon by the parties, including but not limited to:

the Client’s systems,
Client’s digital security requirements and parameters that the Developer and Digital Worker should comply with or use,
Any Client’s sensitive data which requires specific and special confidentiality requirements for which it would like the Digital Worker to forget/delete and that cannot be kept/stored in the Digital Worker Logs,
providing licenses for software required to be used by the Digital worker, and
responsible to provide the Developer with adequate visibility of any application or infrastructure changes associated with the work the Digital Worker is doing. Client acknowledges that a failure to comply with this subsection (v) will result in the Developer’s inability to adequately carry out the agreed upon services and may result in System/Technical exceptions or Digital Worker downtime, which the Developer shall not be responsible for.

All such information and access will be considered Client Materials, the timely, complete, and accurate provision of which is a condition precedent to Developer meeting its delivery date and estimate described in each SOW.

b) assign a Project Coordinator pursuant to section 1.4 hereof and provide a project team of authorized users (including, but not limited to, IT support, Project Manager/Lead, and Subject Matter Expert (SME)), (collectively, the “Authorized Users”) to work with Developer to ensure successful implementation of the Deliverables, including without limitation:

Approving the process and testing of the Digital Worker Process
Any testing required in order to validate development or to validate changes requested in production

c) provide payment of fees to Developer according to Section 5.

8.2 Acceptable Use. The Client shall use SigmaRPA’s Services only for lawful business purposes. The Client shall not:

a) use any Digital Worker or system access to violate law, infringe rights, or distribute malware or spam;

b) attempt to reverse-engineer, decompile, or copy the Digital Worker or any SigmaRPA technology; or

c) use the Deliverables in any way that could harm SigmaRPA, its clients, or the public.

9. CONFIDENTIALITY

9.1 The Developer agrees to use commercially reasonable efforts to protect the any information the Client declares to be Confidential Information, (“Confidential Information”) from unauthorized use or disclosure and to use at least the same degree of care with regard thereto as it uses to protect its own Confidential Information of a like nature and on termination of this Agreement, or at the Client’s written request, either: (i) return all Confidential Information disclosed to it by the Client and all copies thereof, regardless of form; (ii) destroy any such Confidential Information that cannot be returned.

9.2 Each party agrees to protect the other party’s Confidential Information and Proprietary Processes with at least the same degree of care it uses to protect its own confidential information. SigmaRPA will not use or disclose Client Proprietary Processes except as necessary to perform the Services, and the Client will not disclose SigmaRPA’s automation methods, logic, or internal frameworks to third parties without prior written consent.

9.3 Client information shall be deemed Confidential Information whether or not expressly marked as such.

10. WARRANTIES

10.1 Developer’s Limited Warranty. Subject to the terms of this Agreement, Developer warrants that:

a) For a period of ninety (90) days from Step IX of the Process (Digital Worker Production & Performance Reviews) identified in Section 4 of this Agreement, the Deliverables (excluding any Third-Party Products), provided that they have been properly installed and have not been altered or modified by anyone other than Developer, will perform substantially in accordance with the applicable SOW. This warranty does not apply to errors, improper functioning, configuration problems, or any other issue which results from a change to the operating environment in which the Deliverables are installed including, but not limited to, changes to server configuration (hardware or software), underlying software architecture (such as operating system, server software), end-user software changes, or external application program interface or interface changes. If any such Deliverables do not so perform during such period, Developer will use reasonable efforts to correct, at no cost to Client (other than reasonable travel expenses to Client’s site, if necessary), programming errors in such Deliverables to make such Deliverables so perform provided that:

the Deliverables have been properly used by Client in accordance with any documentation or instructions given by Developer to Client in connection therewith;
Client notifies Developer forthwith and describes with specificity the nature of the suspected errors and of the circumstances in which they occur;
Client or any third-party, other than Developer or a party approved by Developer, has not changed or modified the respective Deliverables in a manner not permitted herein;
the error relates to material developed solely by or on behalf of Developer; and
the Client has submitted its warranty claim through the Developer’s designated services request form.

10.2 AI and Automation Disclaimer. Outputs produced by SigmaRPA’s Digital Workers or automation systems are algorithmic and based on Client-supplied data and business rules. SigmaRPA makes no representation that automated outputs are error-free or appropriate for all business decisions. The Client is responsible for reviewing and validating all outputs before reliance.

10.3 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, DELIVERABLES AND DIGITAL WORKER IS PROVIDED “AS IS” AND “AS AVAILABLE” AND DEVELOPER MAKES NO OTHER GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, CONTENT, QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, USEFULNESS, USE OR RESULTS TO BE OBTAINED FROM THE DELIVERABLES AND DIGITAL WORKER. THE AGGREGATE LIABILITY OF THE DEVELOPER (INCLUDING ITS LICENSEES, ASSIGNEES, SUBSIDIARIES, AFFILIATES, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES) FOR ALL CLAIMS AND DAMAGES OF EVERY KIND AND TYPE, WHETHER IN CONTRACT OR TORT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THREE () MONTHS OF FEES THAT PAID OR PAYABLE HEREUNDER BY CLIENT

10.4 Client shall indemnify the Developer (and each of Developer’s affiliates, directors, officers, employees and agents) against all Claims in connection with defending any third-party claim or suit arising out of Developer’s use of the Client Materials to build the Deliverables. Client shall promptly notify the Developer in writing of any third-party claim or suit and Client shall have the right to full control of the defense and any settlement of such claim or suit.

11. EVENT OF DEFAULT

11.1 The occurrence of any one or more of the following events shall constitute an event of default, (an “Event of Default”):

a) The Client fails to make any payment to the Developer as required under this Agreement.

b) Any representation or warranty of the Developer or the Client contained in this Agreement proves to be false or misleading and has an adverse effect on the other party’s ability to perform its obligations hereunder;

c) Either party commences bankruptcy, insolvency, reorganization, arrangement, stay, moratorium or similar debtor-relief proceedings, or becomes insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors.

12. TERM AND TERMINATION

12.1 Initial Term. Unless otherwise terminated as set out in this Article 10, the term of this Agreement and all issued and active SOWs shall begin on the date it is signed and shall expire upon the termination of the latest expiry or termination date established in any SOW or any Renewed Term (as defined below). By illustrative example, if three separate SOWs were issued with expiry dates of June 2022, August 2022 and January 2023, then the term of this Agreement (as renewed) and all three aforementioned SOWs will be deemed to expire in January 2023.

12.2 Renewed Terms. Subject to the Developer and Client agreeing to terms of an extension of the Initial Term, this Agreement, and all applicable SOWs shall automatically renew on an annual basis unless the Client notifies the Developer in writing 90 days prior to the expiry of the Initial Term (or a renewal thereof) of its intent to terminate this Agreement, (the “Renewed Term”).

12.3 Termination on Default with Notice. One party may terminate this Agreement (which, for greater certainty, will terminate all outstanding SOWs) upon the occurrence of an Event of Default or other material breach by the other party, which Event of Default or material breach has not been cured within thirty (30) days after receipt of written notice of such Event of Default.

12.4 Termination by Developer. Provided that there are no outstanding SOWs, the Developer may terminate this Agreement for any reason by providing the Client with 30 days’ notice. In such circumstances the Client shall reimburse Developer for (i) the full fees associated with the Initial Term of this Agreement; and (ii) the services performed to the date of termination, including reasonable costs and expenses which are supported by receipts and are incurred by Developer for the purpose of bringing the terminated services to a close.

12.5 Termination of Accounts. Client acknowledges and agrees that Developer reserves the right to suspend or terminate, with or without notice to Client, the account of any Authorized User that is, or Developer reasonably believes is, in violation of any terms of this Agreement as if applicable to such Authorized User.

12.6 Notwithstanding any section above, if, in Developer`s reasonable opinion, the Client has materially breached any obligations under this Agreement or presents a material risk to Developer or its systems, Developer reserves the right to immediately suspend Client’s access to the Services and Deliverables until such breach is corrected. Client agrees that Developer shall not be liable to Client for any action Developer takes to remove or restrict access to any Client Data that violates any of the terms of this Agreement.

12.7 Effect of Termination. Except as provided in this Agreement, termination by either party in accordance with the terms of this Agreement shall not be exclusive nor limit the terminating party’s other rights or remedies available at law or in equity, or under this Agreement. Also, upon the termination of this Agreement, the Developer shall submit an invoice to the Client for all Services performed up until the date of termination, which the Client shall pay to the Developer within 5 business days. Upon receipt of payment, the Developer shall deliver and assign any Deliverables performed to the date of termination in accordance with Section 2 to the Client in accordance with the license terms in Section 7. Upon termination, SigmaRPA will retain Client data for thirty (30) days to facilitate transition or reactivation. After this period, such data may be permanently deleted. The Client is responsible for exporting or backing up required data prior to deletion.

12.8 Assignment: This Agreement shall enure to the benefit of its successors and assigns.

13. GENERAL

13.1 Interpretation. In the event of any conflict between the provisions of this Agreement or any SOW, the provisions of the SOW shall prevail.

13.2 Entire Agreement. This Agreement, including any and all schedules and issued SOWs and Changes of Scope, is the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and representations, oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument duly executed by the parties hereto.

13.3 Severability; No Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall, as to that jurisdiction and as between the parties hereto, be severed from the remaining provisions of this Agreement, which remaining provisions will continue in full force and effect. The waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other breach. No delay or failure of Client or Developer to exercise any right or remedy will operate as a waiver, except where specifically provided to the contrary.

13.4 Force Majeure. Neither party shall be liable to the other party for any delay or failure to perform its obligations hereunder due to strikes, labour disputes, riots, storms, floods, explosions, act of God, war or other cause beyond the reasonable control of such party, provided that the party affected by the delay performs its obligations as soon as reasonably practicable after the force majeure event has been completed, and provided that either party has the right to terminate without penalty where a force majeure event continues for more than 30 days.

13.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Ontario and federal laws of Canada applicable therein and shall be treated in all respects, as an Ontario contract. The parties submit to the non-exclusive jurisdiction of the courts of Ontario. Client agrees to waive any right it may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Developer related to the Deliverables or this Agreement and, where, applicable, Client also agrees to opt out of any class proceedings against Developer. The parties have required that this Agreement and all documents relating thereto be drawn-up in English.

If you have any questions or concerns about this Digital Worker License Agreement, please contact us:

SigmaRPA Inc.
Oakville, Ontario, Canada
Email: info@sigmarpa.com
Website: https://sigmarpa.com