GlobalLogic Early Adoption Program Terms of Use

Thank you for participating in the Early Adoption Program (“EAP”) for GlobalLogic Inc.’s (“GlobalLogic”) suite of products and services (“EAP Services”).  Under the EAP, participating clients will receive temporary access to the EAP Services for evaluation purposes. The Order Form you entered into will describe the specific EAP Service(s) you will be able to access. These GlobalLogic EAP Services Terms (“EAP Terms”) are entered in by GlobalLogic and you as a participating client (“You” or “Client“) and, in addition to the GlobalLogic Terms of Service which form part of your obligations to GlobalLogic, apply to and govern your participation in the EAP and the access and use of any or all of our public or private EAP Services.

1. ELIGIBILITY AND PARTICIPATION 
   • Acceptable Use. You agree to use the EAP Services in accordance with these EAP Terms, and the GlobalLogic Terms of Service, https://www.globallogic.com/terms-of-services/. If you are acting on behalf of an organization, you represent and warrant that you have the authority to bind that entity to these EAP Terms. These EAP Terms will apply to both you as an individual and the entity that you represent. By installing, accessing, or using the EAP Services, you agree to comply with these Terms. If you do not agree, you must not access or use the EAP Services. All user accounts or credentials must be for specific individuals and may not be shared across teams.
   • Period of Use.  You are authorized to use the EAP Services for an “Evaluation Period” of 30 calendar days, starting from the date on which you first access the EAP Services. GlobalLogic may, in its sole discretion, extend the Evaluation Period. If you continue using the EAP Services after the end of the initial Evaluation Period, you have agreed that these EAP Terms will continue to apply. In addition, GlobalLogic may, in its sole discretion, elect to discontinue providing any EAP Services. At the end of the Evaluation Period, you must cease using the EAP Services, and return and/or delete, as instructed, any information and materials related thereto.  You acknowledge that, after the end of the Evaluation Period, GlobalLogic has no obligation to retain any of your data relating to the EAP services.
   • Scope of Use.  You are authorized to use the EAP Services only for the Evaluation Period and only for your own, internal non-production, non-commercial purposes and uses that are solely related to the testing and evaluation of the EAP Services. You may not transfer, sublicense or redistribute the EAP Services or make them available to others.
   • Additional Services, Systems or Equipment. GlobalLogic is not responsible for the provision, reconfiguration, removal, payment or reimbursement costs, of any services, systems or equipment that you may be required to use or optimize for use of the EAP Services.
   • EAP Services Fees. GlobalLogic reserves the right to offer the EAP Services to you for free or to charge you fees to access and use the EAP Services.

2. LICENSE; USE
   • In the event that GlobalLogic provides you with any downloadable software or other materials in connection with the EAP Services, GlobalLogic grants you a non-exclusive, non-transferable, revocable license to use the EAP Services during the Evaluation Period. This license will end at any time GlobalLogic revokes access to the EAP Services.
   • Prohibited Activities.  You must not engage in the following unauthorized activities:
     1.  Copy, modify, distribute, or reverse-engineer any part of the EAP Services.
     2.  Remove or alter any copyright, trademark, or proprietary notices, or modify or extend any images.
     3.  Use the EAP Services, or any portion thereof, for benchmarking, competitive analysis, or development of similar products or services.
   • GlobalLogic is not liable for AI-generated outputs.

3. SUPPORT AND SERVICE LEVELS
   • GlobalLogic may, but will not be obligated to, provide support for the EAP Services.

4. EVALUATION AND COLLABORATION
   • Post-Evaluation Collaboration.  Upon completion of the Evaluation Period, Client agrees that it will participate, in good faith, with discussions, feedback sessions, and evaluations of Client’s evaluation of the EAP Services, including the evaluation of productivity and efficiency information, data and analytics. You acknowledge that any feedback or information you provide is the confidential information of GlobalLogic and subject to Section 5. You waive all intellectual property rights therein.

5. CONFIDENTIAL INFORMATION
   • Confidentiality. You acknowledge and agree that: (i) the EAP Services and related information and data constitute GlobalLogic Confidential Information as defined in the GlobalLogic Terms of Service and that you are required to keep such information strictly confidential; and (ii) the unauthorized release of the GlobalLogic Confidential Information disclosed in connection with the EAP Services would damage our competitive and intellectual property interests, such that GlobalLogic may seek immediate and prospective injunctive relief and pursue any resultant damages from your breach of confidentiality.
   • EAP Services Analytics; Personal Information. GlobalLogic may collect aggregated and/or anonymized analytical information and metrics related to your use of the EAP  Services.  GlobalLogic may use, without permission or restriction, that information to improve the EAP Services or our other products and services. No personally identifiable or customer-sensitive data will be stored by GlobalLogic  following the termination of your use of the EAP Services.

6. INTELLECTUAL PROPERTY 
   • EAP Services Ownership. GlobalLogic and its licensors and suppliers reserve all their intellectual property rights for the EAP Services, including copyrights, patents, trade secrets, and trademarks. Nothing in these EAP Terms shall be interpreted or construed as granting, by implication or otherwise, any intellectual property rights for Client.
   • Client Ownership of Outputs. GlobalLogic will claim no rights in code, documentation, test or other results produced using EAP Services .

7. MODIFICATION AND TERMINATION 
   • Modification of Terms.  If GlobalLogic modifies these EAP Terms after you begin to use the EAP Services, and you continue to use the EAP Services after the date on which the EAP Terms have changed, you will be deemed to have  accepted the updated terms.
   • Termination. These EAP Terms will apply to EAP Services until such services are terminated under these EAP Terms or discontinued. Either party may terminate this Agreement for any reason with no less than 7 days’ written notice to the other party.

8. DISCLAIMER OF WARRANTIES
   • As Is. THE EAP SERVICES MAY BE PRE-RELEASE OR PROOF-OF-CONCEPT, AND ACCORDINGLY,  YOU UNDERSTAND AND ACKNOWLEDGE THAT THE EAP SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE EAP SERVICES MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE EAP SERVICES.
   • THE EAP SERVICES MAY BE PRE-RELEASE OR PROOF-OF-CONCEPT, AND ACCORDINGLY,  YOU HEREBY ACKNOWLEDGE THAT YOUR ACCESS TO, PARTICIPATION AND/OR USE OF THE EAP SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT AI RESULTS MAY BE INCORRECT OR INAPPROPRIATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GLOBALLOGIC DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GLOBALLOGIC MAKES NO WARRANTY THAT ANY OF THE EAP SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE EAP SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION 
   • THE EAP SERVICES MAY BE PRE-RELEASE OR PROOF-OF-CONCEPT, AND ACCORDINGLY,  IN NO EVENT SHALL GLOBALLOGIC OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, AND/OR INCIDENTAL LOSS, EXEMPLARY OF OTHER DAMAGES RELATED TO THE EAP SERVICES WHETHER DIRECT OR INDIRECT, INCLUDING (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY HEREUNDER IS LIMITED TO US $100. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. GENERAL
    • Integration. In the event of a conflict between these EAP Terms and other provisions within the GlobalLogic Terms of Service or other agreements that you may have with GlobalLogic, the the documents will control in the following order of precedence: Order Form,  these EAP Terms.  In the event you purchase other products or services from GlobalLogic, including production versions of the EAP Services, you may be asked to agree to additional terms. The EAP Services may offer you access to third party products or services, in which case  your use thereof will be subject to agreement by you to additional terms and conditions.
    • Disputes and Resolutions Rights. We will endeavor to work with you in the event a controversy or claim (“Dispute”) arises out of your use of our EAP Services. You agree to first try to resolve any Dispute informally by contacting us at legal@globallogic.com. Within 30 days of written notice of a Dispute, both parties will identify at least a director-level person to conduct discussions. If a Dispute is not resolved within 30 days of director-level discussions ensuing, and the parties do not agree to extend time in writing, either party may pursue arbitration as provided below.
    • The parties agree to the fullest extent permitted by law that any Dispute not resolved between the parties as provided above which arises out of, relates to, or is in connection with your access to or use of the EAP Services, including the interpretation, validity, construction, performance, breach or termination of these EAP Terms, will be determined by a single arbitrator in the Santa Clara County, California area through the American Arbitration Association in accordance with its rules. Arbitration may be initiated by any party by a written demand to the other party. The arbitrator may grant injunctions or other relief in such dispute or controversy. The arbitrator’s decision shall be final, binding, and conclusive. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The parties expressly waive any entitlement to have any Dispute decided by a court or a jury. The parties further agree that the laws of the State of California, without regard to its conflict of law principles, will apply exclusively to the interpretation of these Terms. The parties hereby consent to, and waive any objection to, the personal jurisdiction of state and federal courts located in Santa Clara County, California for any action or proceeding arising from or relating to these Terms or relating to any arbitration hereunder in which the parties are participants. You agree that any Dispute you may have arising out of or related to your relationship with GlobalLogic, our EAP Services, or these EAP Terms must be filed within one year after such claim arose or such is permanently barred.
    • YOU UNDERSTAND AND IRREVOCABLY AGREE TO SUBMIT ANY DISPUTE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE EAP TERMS, THE EAP SERVICES, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION HEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL FOR ALL DISPUTES ARISING HEREUNDER BETWEEN THE PARTIES.
    • The parties agree, except where otherwise required by law or judicial decision, that each will maintain the confidentiality of any Dispute, whether informal or formal, and that notwithstanding the foregoing, GlobalLogic is entitled to seek injunctive relief in any jurisdiction if you violate these EAP Terms by (i) unauthorized access to or use of our EAP  Services or (ii) breach of your confidentiality requirements to us.
    • Controlling Law and Jurisdiction. These EAP Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. For any dispute not subject to arbitration each party expressly agrees and personally submits to the exclusive jurisdiction of the state and federal courts of Santa Clara County, State of California.
    • Export Compliance. You may not remove or export from the United States or allow the export or re-export of the EAP Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, (i) you represent that you and users you authorize to use the EAP Services are not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) you will not permit access or use of the EAP Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) you will comply with all applicable laws regarding the transmission of technical data exported from the United States. As defined in FAR section 2.101, the EAP Services and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these EAP Terms  and will be prohibited except to the extent expressly permitted by these EAP  Terms.