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Software License Agreement

Adaptive Automation Technologies Inc.

Global Enterprise Baseline — India | United States | United Kingdom | Middle East | ASEAN

Effective Date: September 10, 2026

Version: 2.0

This Software License Agreement (“Agreement”) is entered into between Adaptive Automation Technologies Inc. (“Adaptive”) and the company or other legal entity purchasing, downloading, installing, accessing or using the Software (“Customer”). Adaptive and Customer are each a “Party” and together the “Parties”.

This Agreement governs Customer’s use of the Software identified in an order form, quote, subscription confirmation, purchase document or other ordering instrument accepted by Adaptive (“Order”). If a separately executed agreement expressly governs the same Software, that agreement controls to the extent of conflict.

1. DEFINITIONS

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

“Authorized User” means an employee, contractor or other individual Customer permits to use the Software for Customer’s internal business operations.

“Documentation” means Adaptive’s current user, administrator and technical documentation supplied for the Software.

“Software” means the Adaptive software, executable code, agents, connectors, APIs, updates and related components identified in an Order, whether self-hosted or made available through a hosted service.

“Subscription Term” means the license or subscription period stated in the applicable Order.

“Customer Data” means data, files, records and content submitted by or for Customer to the Software, excluding operational or technical data that does not identify Customer or an individual.

2. LICENSE AND PERMITTED USE

2.1 License Grant

Subject to payment of applicable fees and compliance with this Agreement and the applicable Order, Adaptive grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable except as expressly permitted by this Agreement, and non-sublicensable right to install, access and use the Software solely for Customer's internal business operations and, only to the extent expressly permitted in the applicable Order, its Affiliates' internal business operations, within the purchased users, devices, workloads, resources, capacity, territory or other licensing metric stated in the Order.

2.2 Authorized Users and Contractors

Customer may permit Authorized Users and service providers acting for Customer to use the Software solely for Customer’s benefit. Customer is responsible for their compliance with this Agreement.

2.3 Documentation and Backup Copies

Customer may make a reasonable number of copies of Documentation and, for self-hosted Software, reasonable backup or disaster-recovery copies, solely for permitted use.

2.4 License Verification

Adaptive may use reasonable technical mechanisms or request reasonably available usage information to verify compliance with purchased license quantities and metrics. Any verification will be conducted in a manner designed to minimize disruption and will be subject to applicable confidentiality and data-protection obligations. Adaptive may periodically verify Customer's compliance with applicable license metrics, including users, resources, workloads, devices, database clusters or other quantities specified in the Order. If actual usage exceeds purchased quantities, Customer shall promptly purchase the additional required capacity at the applicable rates set forth in the Order or otherwise agreed by the Parties. Such verification will be conducted no more than reasonably necessary and in a manner designed to minimize disruption to Customer's operations.

3. USE RESTRICTIONS

3.1 Restrictions

Except where applicable law expressly prohibits a restriction, Customer will not, and will not permit any third party to:

  • sell, resell, sublicense, rent, lease, distribute, time-share or commercially provide the Software to third parties, except as expressly stated in an Order;
  • copy the Software except for permitted backup, disaster-recovery or installation purposes;
  • modify, adapt, translate, decompile, disassemble, reverse engineer or attempt to derive source code, algorithms or non-public interfaces from the Software;
  • circumvent or disable license controls, security controls, access restrictions or usage limits;
  • use the Software beyond purchased quantities, license metrics, Subscription Term or permitted scope;
  • use the Software to provide a service bureau, managed service or outsourcing service to third parties unless the applicable Order expressly permits that use;
  • access or use the Software for unlawful activity, unauthorized security testing, malware distribution, infringement of third-party rights, or processing prohibited content;
  • use the Software to develop a directly competing product or to conduct competitive benchmarking for publication without Adaptive’s prior written consent, to the extent such restriction is lawful.

3.2 Ownership and Intellectual Property Rights

As between the Parties, Adaptive and its licensors retain all right, title and interest in and to the Software, Documentation, technology, methodologies, designs, interfaces, configurations, improvements, modifications, derivative works and all intellectual property rights therein. Except for the limited rights expressly granted under this Agreement and the applicable Order, no rights are granted to Customer, whether by implication, estoppel or otherwise.

Customer retains all right, title and interest in and to Customer Data.

If Customer provides suggestions, recommendations, enhancement requests or other feedback relating to the Software (“Feedback”), Adaptive may use and incorporate such Feedback without restriction or obligation, provided such use does not identify Customer or disclose Customer Confidential Information.

4. ORDERS, FEES AND TAXES

4.1 Orders

Each Order will identify the Software, license metric, quantity, Subscription Term, fees and any additional commercial terms. Orders are non-cancellable except as expressly stated in the Order or required by applicable law.

4.2 Payment

Unless the Order states otherwise, invoices are due within thirty (30) days from invoice date. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Except as expressly stated in an Order, all fees are non-cancellable and non-refundable and shall be paid without set-off, counterclaim or deduction, except for withholding required by applicable law. Customer shall reimburse Adaptive for reasonable costs incurred in collecting undisputed overdue amounts.

4.3 Taxes

Fees exclude applicable sales, use, value-added, goods and services, withholding and similar indirect taxes. Customer is responsible for such taxes except taxes based on Adaptive’s net income. The Parties will cooperate regarding valid tax documentation and withholding certificates.

5. SUPPORT, UPDATES AND PRODUCT CHANGES

Support, maintenance and service levels, if purchased, are governed by the applicable Order or support policy. Adaptive may provide patches, fixes, enhancements and updates and may require security-critical updates. Adaptive may modify features and technical requirements, provided it will not materially reduce the overall functionality of paid Software during a committed Subscription Term except where reasonably necessary for security, legal compliance or third-party dependency changes.

Preview, beta, evaluation or trial functionality may be changed or discontinued at any time and is provided for evaluation only unless otherwise stated in an Order.

6. CUSTOMER RESPONSIBILITIES

  • Customer will use the Software in accordance with Documentation, applicable law and the Order.
  • Customer is responsible for its computing environment, network connectivity, identity systems, endpoint configuration, credentials and Authorized User administration except to the extent expressly included in the purchased service.
  • Customer will promptly notify Adaptive of known unauthorized access, credential compromise or misuse materially affecting the Software.
  • Customer will obtain all permissions and provide all notices necessary for Customer Data and Customer’s use of the Software.

7. CUSTOMER DATA AND PRIVACY

7.1 Customer Data

As between the Parties, Customer retains its rights in Customer Data. Customer authorizes Adaptive to host, process, transmit, copy and otherwise handle Customer Data only as reasonably necessary to provide, secure, support and maintain the Software, comply with law, and perform the Agreement.

7.2 Data Protection

Each Party will comply with data-protection and privacy laws applicable to its role. Where Adaptive processes personal data on Customer’s behalf, an applicable Data Processing Addendum (“DPA”) will govern that processing. If the DPA conflicts with this Agreement regarding processing of personal data, the DPA controls.

7.3 International Transfers

Where required by applicable law, restricted cross-border transfers will use a legally recognized transfer mechanism and supplementary safeguards appropriate to the transfer risk. These may include applicable standard contractual clauses, the UK International Data Transfer Agreement or Addendum, ASEAN Model Contractual Clauses, adequacy mechanisms, or other lawful safeguards.

7.4 Security

Adaptive will maintain reasonable administrative, technical and organizational safeguards designed to protect Customer Data processed by Adaptive against unauthorized access, use, alteration or disclosure. Customer remains responsible for secure configuration and use of the Software within Customer-controlled environments.

7.5 Usage Data

Adaptive may collect and use technical, operational, diagnostic, performance, security and usage information relating to the operation and use of the Software (“Usage Data”) to provide, secure, maintain, support, analyze and improve the Software and its products and services, provided that Adaptive will not disclose Usage Data in a manner that identifies Customer or any individual except as required to provide the Software or comply with applicable law.

8. CONFIDENTIALITY

“Confidential Information” means non-public business, commercial, security, technical or financial information disclosed by a Party that is identified as confidential or reasonably should be understood to be confidential. The receiving Party will use Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care.

Confidential Information excludes information that the receiving Party can demonstrate: (a) is or becomes public without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

A receiving Party may disclose Confidential Information where legally required, provided it gives advance notice where legally permitted and reasonably assists the disclosing Party in seeking protective treatment.

The confidentiality obligations under this Section will continue during the term of this Agreement and for five (5) years thereafter; provided that obligations relating to trade secrets will continue for so long as such information qualifies as a trade secret under applicable law.

Upon written request or termination of this Agreement, each receiving Party will return or destroy the disclosing Party's Confidential Information in its possession or control, except to the extent retention is required by applicable law or maintained in routine backup or archival systems, in which case the retained information will remain subject to this Section for so long as it is retained.

9. WARRANTIES AND DISCLAIMER

9.1 Mutual Authority

Each Party represents that it has authority to enter into this Agreement and will comply with laws applicable to its performance.

9.2 Software Warranty

For paid Software, Adaptive warrants that during the Subscription Term the Software will materially conform to the applicable Documentation when used as authorized. Customer’s remedy for a verified breach is, at Adaptive’s option, reasonable correction, replacement, workaround, re-performance or termination of the affected Order with a pro-rata refund of prepaid unused fees.

9.3 Disclaimer

EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, THE SOFTWARE, SUPPORT AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADAPTIVE DISCLAIMS ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ADAPTIVE DOES NOT WARRANT THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

9.4 Warranty Exclusions

The warranties in this Section do not apply to any non-conformity resulting from: (a) use of the Software contrary to this Agreement, the applicable Order or Documentation; (b) unauthorized modification of the Software; (c) Customer's or a third party's systems, software, infrastructure, networks or data; (d) Customer's failure to implement updates, patches or configurations reasonably required by Adaptive; or (e) misuse, unauthorized access or circumstances outside Adaptive's reasonable control.

10. LIMITATION OF LIABILITY

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR OTHER NON-WAIVABLE STATUTORY LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS, ARISING FROM OR RELATING TO THIS AGREEMENT.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED AND ANY DIFFERENT CAP EXPRESSLY STATED IN AN ORDER, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

For the avoidance of doubt, Adaptive's obligations under Section 11 are subject to the limitations and exclusions of liability set forth in Section 10, unless expressly stated otherwise in an applicable Order.

11. INDEMNIFICATION

11.1 Adaptive IP Indemnity

Adaptive will defend Customer against any third-party claim alleging that Customer's authorized use of the Software infringes such third party's patent, copyright or trademark, or misappropriates such third party's trade secret, and will pay damages finally awarded against Customer or settlements approved by Adaptive arising from such claim.

11.2 Customer Indemnity

Customer will defend Adaptive, its Affiliates and their respective officers, directors and personnel against any third-party claim arising from or relating to: (a) Customer Data; (b) Customer's unlawful or unauthorized use of the Software; or (c) Customer's material breach of this Agreement or applicable law, in each case to the extent caused by Customer. Customer will pay damages finally awarded against Adaptive and settlements approved by Customer in connection with such claims.

11.3 Indemnification Procedure

A Party seeking indemnification will: (a) promptly notify the indemnifying Party of the claim provided that any delay in providing notice will relieve the indemnifying Party of its obligations only to the extent materially prejudiced by such delay; (b) provide reasonable cooperation, at the indemnifying Party's expense; and (c) permit the indemnifying Party to control the defense and settlement of the claim, provided that no settlement may admit liability or impose any non-monetary obligation on the indemnified Party without its prior written consent, not to be unreasonably withheld.

12. TERM, SUSPENSION AND TERMINATION

12.1 Term

This Agreement begins when Customer first accepts it, executes an Order, or accesses or uses the Software, whichever occurs first, and continues while any Order remains in effect.

12.2 Suspension

Adaptive may reasonably suspend affected access for material non-payment, security threats, unlawful use, sanctions requirements or material breach. Where practicable and lawful, Adaptive will provide notice and limit suspension to the affected portion.

12.3 Termination for Cause

Either Party may terminate this Agreement or an affected Order if the other Party materially breaches and fails to cure the breach within thirty (30) days after written notice, or if the other Party ceases business without a successor or becomes subject to insolvency proceedings not dismissed within sixty (60) days.

Termination will not relieve Customer of any payment obligations accrued before the effective date of termination. Except where Customer terminates for Adaptive's uncured material breach or as otherwise expressly stated in this Agreement or an Order, prepaid fees are non-refundable and all fees committed under the applicable Order through the end of the then-current Subscription Term remain due and payable in accordance with the billing schedule specified in the Order.

Notwithstanding the foregoing, Adaptive may immediately suspend or terminate affected access where Customer's use of the Software constitutes unlawful activity, deliberate circumvention of security or licensing controls, infringement or misappropriation of Adaptive's intellectual property, or creates a material security risk that cannot reasonably be addressed through temporary suspension.

12.4 Effect

On expiration or termination of an Order, Customer's right to use the affected Software will cease, and Customer will promptly cease use of and, where applicable, uninstall or destroy all copies of the affected Software in its possession or control, except to the extent retention is required by applicable law.

Accrued payment obligations and provisions that by their nature should survive will survive, including ownership and intellectual property rights, confidentiality, Customer Data obligations, indemnification obligations arising from events occurring before termination, disclaimers, limitations of liability, dispute provisions and general terms.

13. COMPLIANCE WITH LAW; EXPORT AND SANCTIONS

Each Party will comply with laws applicable to its performance. Customer will not export, re-export, transfer, access or use the Software in violation of applicable export-control, sanctions or trade laws. Customer represents that it is not prohibited from receiving the Software under applicable trade restrictions.

14. GOVERNING LAW AND DISPUTES

This Agreement and each Order will be governed by the laws, and subject to the exclusive jurisdiction or dispute resolution mechanism, specified in the applicable Order, without regard to conflict-of-laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply. Mandatory laws that cannot lawfully be excluded will continue to apply notwithstanding the foregoing.

15. GENERAL

15.1 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except either Party may assign it in connection with a merger, reorganization, change of control or transfer of substantially all assets relating to this Agreement, subject to applicable law.

Adaptive may assign this Agreement or any Order, without Customer's consent, to an Affiliate or in connection with a merger, reorganization, change of control, financing, corporate restructuring or sale of all or substantially all of the relevant business or assets.

15.2 Notices

Legal notices must be in writing and delivered to the addresses stated in the applicable Order or to such other legal notice address or email address as Adaptive may designate in writing.

15.3 Force Majeure

Neither Party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations, provided the affected Party uses reasonable efforts to mitigate the impact.

15.4 Severability; Waiver

If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver.

15.5 Entire Agreement; Order of Precedence

This Agreement, each applicable Order and any incorporated DPA or support terms constitute the entire agreement concerning the Software and supersede prior proposals or representations concerning that subject. In a direct conflict, the order of precedence is: (1) a signed negotiated amendment or Order expressly overriding this Agreement; (2) the DPA for personal-data processing matters; (3) this Agreement; and (4) Documentation.

15.6 Changes

No negotiated amendment is effective unless in writing and agreed by authorized representatives. For online terms, Adaptive may update this Agreement for legal, security or operational reasons, subject to reasonable notice and mandatory-law requirements; material changes will not retroactively alter a committed Order where prohibited by law.

15.7 Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary relationship or agency.

15.8 Electronic Acceptance

Electronic acceptance, click-through assent and electronic signatures may be used to the extent permitted by applicable law.

SCHEDULE A — REGIONAL MANDATORY-LAW TERMS

This Schedule is intended to preserve mandatory local requirements while keeping the main Agreement in a concise enterprise software format. Mandatory law prevails over any inconsistent provision.

A. INDIA

The Parties will comply with applicable Indian information-technology, privacy, data-protection, cybersecurity, consumer and electronic-contracting laws, including applicable provisions of the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and rules brought into force under those laws. Non-waivable consumer rights under the Consumer Protection Act, 2019 and applicable rules are preserved.

B. UNITED STATES

Applicable federal and state laws govern by subject matter. Nothing in this Agreement waives non-waivable privacy, consumer, warranty, security, accessibility, biometric, children’s privacy or sector-specific rights. Where applicable, privacy operations will support rights required by state comprehensive privacy laws, including California requirements. Any consumer arbitration or class-action provision must be separately adopted and reviewed for enforceability; none is imposed by this baseline.

C. UNITED KINGDOM

Nothing in this Agreement limits mandatory rights under the Consumer Rights Act 2015 or other applicable consumer law. Personal-data processing will comply with the UK GDPR and Data Protection Act 2018, as amended. Restricted international transfers will use a lawful UK transfer mechanism where required, including an applicable adequacy mechanism, International Data Transfer Agreement or UK Addendum.

D. MIDDLE EAST

For deployments in the Middle East, country-specific mandatory privacy, cybersecurity, electronic-transactions, consumer, data-hosting and transfer rules will apply. At minimum, deployments in the United Arab Emirates should be reviewed against Federal Decree-Law No. 45 of 2021 and any applicable DIFC or ADGM regime; deployments in Saudi Arabia should be reviewed against the Personal Data Protection Law, its implementing rules and applicable cross-border-transfer requirements. Bahrain, Qatar, Oman, Kuwait, Jordan, Israel and other markets require separate local review where deployed.

E. ASEAN

ASEAN does not have a single controlling privacy statute. Country-specific law applies, including as relevant Singapore’s PDPA; Malaysia’s Personal Data Protection Act 2010 as amended; Indonesia’s Law No. 27 of 2022 on Personal Data Protection; the Philippines’ Data Privacy Act of 2012; Thailand’s Personal Data Protection Act; applicable Vietnamese personal-data protection legislation; and Brunei’s Personal Data Protection Order 2025 as provisions commence. Cambodia, Lao PDR and Myanmar require current local review. ASEAN Model Contractual Clauses may be used as a regional transfer tool where suitable but do not replace mandatory national requirements.

SCHEDULE B — ORDER INFORMATION

Adaptive contracting entityNetNxt Network Pvt. Ltd.
Customer
Software / EditionSubject to Customers Bill of Material
Deployment☐ On-Prem ☐ Managed Cloud ☐ Hybrid
License metric / quantityAs per the SOW
Subscription TermAs per the SOW
Support levelAs per the MSA/Partner Agreement
Fees / currencyAs per the MSA/Partner Agreement
Governing law / forumIndia
Special termsIf any as per SOW

ACCEPTANCE

By executing an Order that incorporates this Agreement, clicking an acceptance control, downloading, installing, accessing or using the Software, Customer agrees to be bound by this Agreement. If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents and warrants that they have authority to bind that entity to this Agreement.