The UiPath MSSA (Master Software and Services Agreement) is the master contract for UiPath products licensed for a fee. UiPath’s Legal Terms page states that such products “are subject to the UiPath Master Software and Services Agreement (or similar designation) entered into between UiPath and the customer”.[2] The published version is v.20260501. It is supplemented by the Licensing Policy, the Documentation, the Support Terms and other policies on UiPath’s Trust Portal.[1] Free and trial use is governed by two other documents: the Community Agreement, last updated 2026-07-27, and the Master Evaluation Agreement, last updated 2026-06-12.[2] Catalog source: UiPath Master Software and Services Agreement v.20260501.
Editions
| Document | Applies to | Version |
|---|---|---|
| Master Software and Services Agreement | Software and Services in an Order | v.20260501[1] |
| Licensing Policy | Licence grant permissions and restrictions for each version of the Software | Undated; legacy versions archived[3] |
| Community Agreement | Technology made available under the Community edition | V.2026.07.27[4] |
| Master Evaluation Agreement | Licences designated trial, Automation Express, NFR, Demo Scalability Framework, Immersion Lab and preview licences | 2026-06-12[2] |
| Acceptable Use Policy | All use, under the MSSA and the Community Agreement | Updated 2026-09-18[2] |
The MSSA states that software released under “community, trial, early access, alpha, beta, preview, limited technical license, academic or learning designation” is governed by its own terms of use on the Trust Portal, not by the MSSA.[1]
Metrics
The MSSA defines no counting units. It points to the Licensing Policy, defined as “the generally available commercial description of the Software … containing the parameters defining the license grant permissions and related use restrictions applicable to each version of the Software licensed by Customer”.[1] The metrics (Named User, runtimes, Platform Units and others) are therefore set by the Licensing Policy, described in UiPath licensing.[3] The “License Term” is “the duration of the license to use the Software, as stipulated in an Order”.[1]
The Trust Portal can change, but under the MSSA no change will create “a material adverse affirmative obligation on Customer except with prior notice and mutual agreement”, and the MSSA prevails over a conflicting Trust Portal policy.[1]
Counting / floors
Licence grant
MSSA s.3.1 grants the Customer and its Affiliates “a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to access and use the Technology specified in the applicable Order, solely for their internal business purposes and in accordance with the applicable Licensing Policy and the associated Documentation”.[1] Affiliates are entities under common control (more than 50% of votes or equity, or management control). Authorized Users and Affiliates may use the Technology only for the Customer’s internal purposes; the Customer stays liable for them and keeps “exclusive control over the Software”.[1] Catalog proof: Licence is limited to internal business purposes and the Licensing Policy; Affiliates and Authorized Users may use the Technology only for the Customer's internal purposes.
Restrictions
Section 4.1 lists the use restrictions. The ones that matter most for licence counting are:[1]
- (a) no mixing of production-purpose with non-production-purpose Software without written permission;
- (b) no circumvention of technical protection measures and no exceeding “the number of allocated Software licenses”;
- (c) copies only as needed for disaster recovery, to be used in force majeure, with UiPath able to request proof;
- (d) no use for benchmarking, building competing programs or training other AI models;
- (g) no operation “in a service bureau, managed service or commercial hosting services environment” without written approval;
- (i) no resale, sublicensing, assignment, transfer, rental, lease or lending of the rights.
Catalog proof: Do not exceed allocated licences or mix production and non-production software; No service bureau, managed service or hosting use without written approval.
Payment and price changes
Unless the Order says otherwise, “Software Fees will be invoiced annually in advance”. “All Orders are non-cancelable” and Fees are non-refundable except as the Agreement provides. Payment terms agreed with a reseller or distributor do not bind UiPath.[1] UiPath “will not change the Fees applicable to an Order already accepted by it”; a notified change applies from a new Order or the next renewal.[1] Unpaid invoices more than 60 days old allow UiPath to suspend or terminate the Order.[1] Catalog proof: Software Fees are invoiced annually in advance and Orders are non-cancelable; Fee changes take effect only on a new Order or renewal.
Order of precedence
Conflicts are resolved in the order “(i) Order accepted by the Parties, (ii) additional terms for new features/functionalities provided to Customer, and (iii) this instrument”. Terms submitted by the Customer are void unless signed by both parties.[1] Catalog proof: Order prevails over additional terms and the MSSA.
Virtualization & partitioning
The MSSA contains no virtualization clause; machine and runtime rules sit in the Licensing Policy and are covered in UiPath robots, Orchestrator and on-premises licensing.[3]
Cloud / BYOL
The MSSA defines “Cloud Software” as Software “provided by UiPath to the Customer in a hosted environment managed by UiPath”. Customers must not process cardholder data or sensitive authentication data with Cloud and AI Software. UiPath may use Customer Data, including Inputs and Outputs, to provide, support and improve the Software, including through model training, and customers may be able to opt out in the Software; UiPath will not use Customer Data to train third-party models.[1] Deployment-environment rules for moving licences between cloud and on premises are in the Licensing Policy.[3]
Programs
Community Agreement
The Community plan is free “to individuals and organizations that meet the eligibility criteria set out in the Community Agreement”.[6] Section 2.1 of the Community Agreement draws the line by revenue:[4]
- An individual, or an organization that with its Affiliates has “less than the equivalent of USD 5 (five) million in annual revenues”, is a “Small Business” and “may use the Technology for internal commercial business purposes”.
- Larger organizations are “Large Business” and “may only use the Technology for non-commercial purposes such as testing, education, hackathons, individual or institutional research, internal trainings”.
Accepting the agreement with a business email address can bind the employer: by “using your business email to access the Technology”, the person represents that they can bind the Customer.[4] The Technology “does not receive any Support”, may change or be discontinued without notice, and is provided “AS-IS”; UiPath’s total liability is capped at USD 1,000. UiPath may terminate the agreement for convenience at any time without notice.[4] The Community plan’s licence runs for 12 months and renews automatically.[6] The Community Agreement has the same restriction on exceeding allocated licences and its own audit clause (s.6.3), which allows remote or on-site verification at UiPath’s expense with no frequency limit.[4] Catalog proof: Community edition: commercial use only for Small Businesses under USD 5 million revenue; Community edition use may be verified remotely or on site; The Community plan licence runs 12 months and renews automatically.
For a licence manager, the practical consequence is that Community organizations created by employees of a company above the threshold may only be used for the non-commercial purposes listed.
Master Evaluation Agreement
The Master Evaluation Agreement grants use “solely for internal non-production purposes (including for evaluation, testing, training), unless production use is expressly authorized under the Licensing Policy”.[5] The Licensing Policy currently states that “Trial licenses may be used in both production and non-production environments, and for both production and non-production purposes”, while the Automation Cloud documentation describes the Basic and Standard trials as plans for non-production purposes.[3][7] Which text applies to a particular trial should be confirmed with UiPath. Catalog proof: Trial and evaluation licences are for internal non-production use.
Support
Under MSSA s.3.5, “UiPath will provide Customer with standard Support during the applicable License Term”, with additional Support plans available under the Support Terms.[1] See Standard Support.
Audits and compliance
MSSA s.10.2 allows UiPath to verify, at its own expense, that use, access, installation or deployment complies with the Agreement. On-site verification, by UiPath or a subcontractor, is limited to “no more than once every twelve (12) months”, and the Customer must provide “all required assistance and support”. If a verification finds a non-conformity, the Customer “will immediately address it”.[1] The clause sets no notice period and no rule on who pays for a shortfall; those points, if needed, belong in the Order. Separately, the Customer must give UiPath details and use reports of Authorized Users and Affiliates on request.[1] The Acceptable Use Policy applies to all use under the MSSA.[8] Catalog proof: UiPath may verify use; on-site verification at most once every 12 months.
Term, termination and change of control
The MSSA continues until terminated and is extended automatically while an Order’s License Term runs. Either party may terminate for an uncured material breach after 30 days’ notice. On termination or expiry of a License Term, “the license and rights for the respective Technology or Services will immediately terminate and Customer must, at its expense, remove and delete all copies thereof”.[1] The Customer must notify UiPath within 30 days if it or an Affiliate is acquired by, or merges with, a direct competitor of UiPath, and UiPath may then terminate on 30 days’ notice.[1] Liability is capped at the Fees paid for the relevant Technology in the 12 months before the first claim, with listed exceptions.[1] Catalog proof: On expiry of the License Term, rights end and copies must be deleted.
The UiPath contracting entity and governing law depend on where the Customer is: UiPath Inc. and New York law for North America, UiPath Robotic Process Automation India Private Limited and Indian law for India, and UiPath SRL and Romanian law for the rest of the world. North American disputes go to AAA arbitration and Indian disputes to SIAC arbitration, after a 90-day amicable settlement period.[1]
Out of scope
The Data Processing Agreement, Business Associate Agreement, Marketplace and Developer agreements and third-party resale terms listed on the Legal Terms page are not covered.[2]